TERMS AND CONDITIONS OF USE

BEFORE USING THIS WEBSITE AND/OR BEFORE MAKING PURCHASES PLEASE BE CERTAIN TO READ AND UNDERSTAND THE FOLLOWING TERMS AND CONDITIONS.

THE USE OF THIS WEB SITE AND/OR THE PREMISES OF JDB SALES & SERVICES INC (HEREINAFTER ALSO REFERRED TO AS ‘JDB’) IS REGULATED AND GOVERNED BY THE POLICIES, TERMS AND CONDITIONS SETOUT IN THIS WEB SITE.

EXCEPT AS OTHERWISE INDICATED, THIS WEB SITE AND ITS ENTIRE CONTENTS ARE OWNED BY JDB AND ARE PROTECTED BY DOMESTIC AND INTERNATIONAL COPYRIGHT, TRADEMARK AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY USE THIS WEB SITE FOR INFORMATIONAL PURPOSES ONLY.

BY USING THIS WEB SITE, OR DOWNLOADING ANY PORTION OF ITS INFORMATION OR OTHER CONTENT, OR BY PLACING AN ORDER OR PURCHASING A PRODUCT FROM JDB, THE PURCHASER INDICATES FULL UNDERSTANDING AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH ON THIS WEB SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEB SITE, OR DOWNLOAD ANY PORTION OF ITS CONTENTS AND WE REQUEST THAT YOU EXIT PROMPTLY.

BY CONTINUING USE OF THIS WEBSITE YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT BELOW:

YOU UNDERSTAND THAT JDB MAY, AT ITS DISCRETION, TERMINATE, CHANGE, SUSPEND OR DISCONTINUE ANY ASPECT OF THIS WEB SITE INCLUDING THE AVAILABILITY OF ANY FEATURES, AT ANY TIME. JDB MAY ALSO IMPOSE LIMITS ON CERTAIN FEATURES AND SERVICES OR RESTRICT YOUR ACCESS TO PARTS OR ALL OF THE WEB SITE WITHOUT NOTICE OR LIABILITY. JDB RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CHANGE AND MODIFY THESE TERMS AND CONDITIONS IN WHOLE OR IN PART AT ANY TIME AND YOUR CONTINUED USE OF THIS WEB SITE AFTER SUCH CHANGES ARE POSTED SHALL BE DEEMED ACCEPTANCE BY YOU OF SUCH CHANGES.

SUBJECT TO THESE TERMS AND CONDITIONS, JDB GRANTS TO YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, LIMITED RIGHT TO ACCESS, USE AND DISPLAY THIS WEB SITE AND ITS CONTENTS. YOU AGREE NOT TO INTERRUPT OR ATTEMPT TO INTERRUPT THE OPERATION OF THIS WEB SITE IN ANY WAY. JDB AUTHORIZES YOU TO VIEW ITS WEB SITE AND DOWNLOAD REASONABLE PORTIONS OF ITS INFORMATION AND OTHER CONTENTS ("CONTENT") ONLY FOR YOUR PERSONAL, NON-COMMERCIAL USE. FOR PURPOSES OF THESE TERMS AND CONDITIONS, CONTENT SHALL INCLUDE OTHER COMMUNICATION MEDIA USED WITH THIS WEB SITE, SUCH AS VIDEO AND TELEPHONE AUGMENTATION. THIS AUTHORIZATION IS NOT A TRANSFER OF TITLE IN OR TOTHE CONTENT OR COPIES THEREOF AND IS SUBJECT TO THE FOLLOWING RESTRICTIONS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, JDB DOES NOT GRANT ANY EXPRESS OR IMPLIED RIGHT TO YOU UNDER ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. THIS WEB SITE IS NOT INTENDED FOR USE BY PERSONS UNDER 16 YEARS OF AGE AND NO LICENSE TO USE THIS WEB SITE IS THEREFORE GRANTED TO SUCH PERSONS.

BY SURRENDERING OR ALLOWING GOODS OR PRODUCTS FOR REPAIR, WHETHER THE REPAIR IS WARRANTY OR NOT, AND/OR WHETHER THE PURCHASE OF THESE PRODUCTS ORIGINATED FROM JDB OR NOT, THE PURCHASER ALSO INDICATES THEIR FULL UNDERSTANDING AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS ON THE JDB WEB SITE. THE CURRENT TERMS AND CONDITIONS LISTED ON THE JDB WEBSITE MAY, AT JDB’S DESCRETION, SUPERSEDE ANY PREVIOUS TERMS OR CONDITIONS INCLUDED WITH ANY PURCHASE OR REPAIR ORDER. JDB RESERVES THE RIGHT TO MAKE CHANGES, AMENDMENTS OR NULLIFICATIONS TO ANY INFORMATION ON THIS WEB SITE AT ANY TIME AND WITHOUT NOTICE. PLEASE SEEK THE ASSISTANCE FROM LEGAL PROFESSIONALS FOR CLARIFICATION SHOULD THERE BE ANY INFORMATION ON THIS WEB SITE THAT YOU DO NOT CLEARLY UNDERSTAND.

DISCLAIMER AND LIMITATION OF LIABILITY: THE FUNCTIONALITY, INFORMATION AND OTHER CONTENT CONTAINED IN THIS WEB SITE IS PROVIDED “AS IS”. THE INFORMATION IN THE WEB SITE AND OTHER CONTENT HAS BEEN PROVIDED SOLELY AS A CONVENIENCE, AND IN SOME INSTANCES, IS PROVIDED BY THIRD PARTIES. JDB MAKES NO REPRESENTATION, WARRANTY OR CONDITION EXPRESS, IMPLIED OR OTHERWISE, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE. THE USE, ACCURACY, COMPLETENESS, PERFORMANCE, RELIABILITY OR NONINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RELATNG TO THE INFORMATION OR OTHER CONTENT OR ANY PRODUCTS TO WHICH THE CONTENT MAY REFER. YOU SHOULD MAKE YOUR OWN DETERMINATION REGARDING THE SUITABILITY OF THE INFORMATION OR OTHER CONTENT HEREIN OR ANY PRODUCTS DESCRIBED HEREIN FOR YOUR OWN PURPOSES PRIOR TO USE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION CONTAINED IN THE CONTENT OF THIS SITE SHALL BE USED AT YOUR SOLE RISK. JDB RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS, OR TO OTHERWISE CHANGE, MODIFY, ADD, OR REMOVE ANY PORTION OF THE CONTENTS, IN WHOLE OR IN PART, ON THIS WEB SITE AT ANY TIME. JDB MAY MAKE ANY CHANGES TO THE WEB SITE, THE CONTENTS, AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED IN THIS WEB SITE AT ANY TIME WITHOUT NOTICE. IN NO EVENT IS JDB RESPONSIBLE FOR, AND JDB DOES NOT ACCEPT AND HEREBY DISCLAIMS LIABILITY FOR, ANY DAMAGES WHATSOEVER IN CONNECTION WITH THE USE OF OR RELIANCE ON THE INFORMATION OR OTHER CONTENT HEREIN OR BY REASON OF ANY INACCURACIES, ERRORS OR OMISSIONS IN SUCH INFORMATION OR OTHER CONTENT, OR ANY DELAY, NON-PERFORMANCE, INTERRUPTION OR TERMINATION OF THE TRANSMISSION OR DISPLAY THEREOF, FROM ANY CAUSE. FURTHER, JDB MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED OF ANY KIND WITH RESPECT TO SALES TRANSACTIONS OR PRODUCTS SOLD ON THE JDB WEB SITE AND/OR ITS PREMISES. EXCEPT AS EXPRESSLY STATED HEREIN, JDB EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO PRODUCTS SOLD ON THIS WEB SITE OR ITS PREMISES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE THAT THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO JDB, ARISING FROM ANY PRODUCT SOLD ON OR AS A RESULT OF THE JDB WEBSITE SHALL BE THE PRICE OF THE PRODUCT PURCHASED OR REPAIRED. IN NO EVENT SHALL JDB, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR REPRESENTATIVES BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO PRODUCTS PURCHASED OR REPAIRED. PURCHASER HEREWITH ACKNOWLEDGES AND AGREES THAT JDB AND/OR THE ORIGINAL DISTRIBUTOR/MANUFACTURER OF ANY PRODUCTS SOLD ON THIS WEBSITE ASSUMES NO LIABILITY FOR ANY EQUIPMENT OR PRODUCTS AND THE PURCHASER HEREWITH ASSUMES THE RISK OF ANY INJURY ARISING FROM OPERATION OF ANY PRODUCTS OFFERED ON THIS WEB SITE AND/OR ITS PREMISES.

THE ORIGINAL PERSON OR BUSINESS ENTITY WHO PURCHASES FROM JDB WILL HOLD JDB AND/OR THE ORIGINAL DISTRIBUTOR/MANUFACTURER HARMLESS AND TAKE FULL RESPONSIBILITY FOR ALL SAFETY WARNINGS, INSTRUCTIONS, AND LIMITED WARRANTY IF UNIT IS SOLD, LENT OR OTHERWISE TRANSFERRED AND WILL INDEMNIFY JDB AND/OR THE ORIGINAL DISTRIBUTOR/MANUFACTURER, IT'S OFFICERS, AGENTS OR ASSIGNEES FROM ANY CLAIMS AGAINST FAILURE TO DO SO. JDB AND/OR THE ORIGINAL DISTRIBUTOR/MANUFACTURER'S SOLE OBLIGATION UNDER THIS WARRANTY IS TO REPLACE OR REPAIR, AT ITS OPTION, ANY PART FOUND TO BE DEFECTIVE. AND/OR PARTS REPLACED OR REPAIRED UNDER THIS WARRANTY ARE WARRANTED ONLY FOR THE BALANCE OF THE STANDARD WARRANTY PERIOD OR THE BALANCE OF THE EXTENDED WARRANTY PERIOD. ALL DEFECTIVE PARTS REPLACED UNDER WARRANTY BECOME THE PROPERTY OF JDB OR THE ORIGINAL DISTRIBUTOR/MANUFACTURER. FOR WARRANTY REPAIRS, THE CUSTOMER AGREES TO ARRANGE AND PAY INCURRED SHIPMENT/COURIER FEES FOR THE DEFECTIVE PART IN QUESTION AND IS RESPONSIBLE FOR THE DELIVERY OR DROP OFF AND PICK UP OF YOUR PRODUCT TO JDB FOR WARRANTY REPAIRS. AT JDB’S DISCRETION, JDB MAY INCUR THE SHIPPING COST OF THE REPLACEMENT PART TO THE CUSTOMER. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, STANDARD OR EXTENDED. ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE, IS SPECIFICALLY REJECTED OR DENIED. SOME STATES AND/OR PROVINCES DO NOT ALLOW HOW LONG AN APPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE ADDITIONAL SPECIFIC LEGAL RIGHTS THAT VARY STATE TO STATE OR PROVINCE TO PROVINCE.

ANY LINK ON THIS WEB SITE TO THIRD PARTY WEB SITES IS BEING PROVIDED BY JDB TO YOU SOLELY AS A CONVENIENCE. THIRD PARTY SITES ARE NOT COVERED BY JDB'S PRIVACY POLICIES. JDB MAKES NO WARRANTY OR REPRESENTATION REGARDING THE LINKED SITES THEMSELVES OR THE CONTENTS THEREON AND JDB IS NOT IN ANY WAY RESPONSIBLE FOR SUCH INFORMATION OR CONTENT OR FOR THE PRIVACY OR SECURITY PRACTICES OF SUCH THIRD PARTY SITES. JDB DOES NOT ENDORSE OR SPONSOR ANY LINKED WEB SITES, THE INFORMATION APPEARING THEREON, OR ANY OF THE PRODUCTS OR SERVICES DESCRIBED THEREON.

YOU AGREE THAT ANY INFORMATION INCLUDING, WITHOUT LIMITATION, ANY IDEAS, CONCEPTS, TECHNOLOGIES OR KNOW-HOW THAT YOU SEND TO US VIA THIS WEB SITE WILL NOT CONTAIN, AND JDB DOES NOT WANT TO RECEIVE FROM YOU THROUGH THIS WEB SITE, ANY COPYRIGHTED, CONFIDENTIAL OR PROPRIETARY INFORMATION OF YOURSELF OR ANY THIRD PARTY AND JDB SHALL BE FREE TO USE THIS INFORMATION AS IT SEES FIT, EXCEPT THAT PERSONAL DATA SHALL BE GOVERNED BY JDB PRIVACY STATEMENT BELOW. BY SENDING JDB ANY SUCH INFORMATION, YOU AGREE TO TRANSFER OWNERSHIP, WITHOUT FURTHER COMPENSATION, INCLUDING ANY COPYRIGHT THEREIN. IN ADDITION, SHOULD YOU PROVIDE ANY PERSONAL DATA TO JDB IN ORDER TO REGISTER WITH US OR ENQUIRE ABOUT PRODUCTS, SERVICES, PROGRAMS OR EMPLOYMENT OPPORTUNITIES, YOU CONSENT TO ALLOW JDB TO STORE AND TRANSFER SUCH PERSONAL DATA IN ACCORDANCE WITH ITS PRIVACY POLICY.

THE JDB NAME AND LOGO ARE TRADEMARKS OF JDB. ALL OTHER TRADEMARKS ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS AS INDICATED. ANY QUESTIONS CONCERNING THE USE OF ANY JDB TRADEMARK(S), INCLUDING WHETHER OR NOT A MARK IS IN FACT A JDB TRADEMARK, SHOULD BE DIRECTED TO JDB IN ONTARIO, CANADA.

NOTHING CONTAINED IN THIS WEB SITE SHALL CONSTITUTE AN OFFER BY JDB OR ITS AFFILIATES TO BUY OR SELL PRODUCTS OR SERVICES. NO AGREEMENT TO SELL PRODUCTS OR SERVICES SHALL BE FORMED UNTIL AN ORDER IS PLACED BY YOU AND THEN ACCEPTED BY JDB OR ONE OF ITS AFFILIATES IN THE MANNER SET FORTH IN JDB ' SPECIFIC ORDERING INSTRUCTIONS. THE TERMS OF SUCH AGREEMENT SHALL BE THOSE OF JDB OR SUCH AFFILIATE'S STANDARD TERMS AND CONDITIONS OF SALE. ALL PRODUCT REQUESTS OR ORDERS ARE SUBJECT TO APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ANY APPLICABLE EXPORT AND IMPORT REGULATIONS AND BOYCOTT RESTRICTIONS.

THIS WEB SITE IS ADMINISTERED AND OPERATED BY JDB FROM ITS OFFICES IN CANADA AND JDB MAKES NO REPRESENTATION THAT THE INFORMATION AND OTHER CONTENT HEREIN IS AVAILABLE OR APPROPRIATE FOR USE AT LOCATIONS OUTSIDE CANADA AND ACCESS TO THEM FROM TERRITORIES WHERE THEIR CONTENTS ARE ILLEGAL IS PROHIBITED. IF YOU ACCESS THIS WEB SITE OUTSIDE OF CANADA, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL LAWS. YOU MAY NOT USE OR EXPORT THE CONTENT IN VIOLATION OF CANADIAN EXPORT LAWS AND REGULATIONS. THESE TERMS AND CONDITIONS, AND MATTERS RELATING TO THE CONTENT HEREOF, SHALL BE GOVERNED BY THE LAWS OF PROVINCE ON ONTARIO, CANADA, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW’S PROVISIONS. IF FOR ANY REASON A COURT OF COMPETENT JURISDICTION FINDS ANY PROVISION OF THESE TERMS AND CONDITIONS OR PORTION THEREOF, TO BE UNENFORCEABLE, THAT PROVISION SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMISSIBLE SO AS TO EFFECTUATE THE INTENT OF THESE TERMS AND CONDITIONS, AND THE REMAINDER OF THESE TERMS AND CONDITIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.

JDB CONSUMER POLICIES

JDB DOES NOT CONTROL OR MANAGE EVERY SHIPPING COMPANY AND EVERY ASPECT OF YOUR EQUIPMENT WHILE IT IS ENROUTE FROM CHINA TO YOU. ARRIVAL DATES ARE ESTIMATED BASED ON OUR BEST KNOWLEDGE OF THE INDUSTRY. WEATHER, STRIKES, FUEL SHORTAGES, SHIPPING LANE CONGESTION, CUSTOMS CONGESTION, TRUCKING SCHEDULES AND OTHER FACTORS CAN ADD DAYS OR EVEN WEEKS TO AN ANTICIPATED ARRIVAL DATE. WITH THAT SAID, OFTEN YOUR EQUIPMENT ARRIVES AHEAD OF SCHEDULE.

SCRATCHED PAINT IS NOT CONSIDERED SHIPPING DAMAGE. BOTH KRYLON AND RUSTOLIUM MAKE PAINTS THAT MATCH VERY CLOSE. VIEW OUR Q&A PAGE FOR DETAILS.

YOU MUST NOTIFY US WITHIN 20 DAYS OF ARRIVAL OF YOUR EQUIPMENT REGARDING ANY SHORTAGES OR INCORRECT PARTS. WE STOCK MOST OF THESE AND CAN SHIP REPLACEMENTS ALMOST IMMEDIATLY.

JDB DEALER POLICIES

JDB ACTS AS YOUR IMPORTER - IN ESSENCE YOU ARE THE DEALER AND WILL BE REQUIRED TO PERFORM NORMAL DEALER FUNCTIONS. YOU MAY BE RESPONSIBLE FOR ASSEMBLING YOUR EQUIPMENT PURCHASE. YOUR WARRANTY COVERS PARTS FOR ONE YEAR. YOUR WARRANTY DOES NOT COVER BOLTS, NUTS, WASHERS, SHIPPING CHARGES, TRAVEL EXPENSES, OR HUMAN ERRORS. IF YOU HAVE CHOSEN TO OPERATE YOUR EQUIPMENT WITHOUT OIL OR WATER OR WITHOUT TAKING NORMAL PRECAUTIONS INCLUDING CHANGING FILTERS AND CHECKING FLUID LEVELS THEN YOU WILL HAVE PURCHASED A LARGE PAPER WEIGHT. OUR EQUIPMENT IS DURABLE, WE, OURSELVES USE THEM DAILY ON OUR OWN FARM AND THEY WILL GIVE YOU MANY YEARS OF EXCELLENT SERVICE IF YOU TAKE CARE OF THEM. ABUSE AND/OR NEGLECT ARE NOT COVERED UNDER WARRANTY.

JDB DEALER AND/OR PROSPECTIVE DEALER CONFIDENTIALITY & NON-COMPETE AGREEMENT

IN ADDTION TO THE POLICIES ABOVE, JDB PROSPECTIVE DEALERS AND/OR DEALERS AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CONFIDENTIALITY & NON COMPETE AGREEMENT AS SET OUT BELOW AND AS MAY BE AMENDED FROM TIME-TO-TIME. JDB PROSPECTIVE DEALERS AND/OR DEALERS FURTHER ACKNOWLEDGE AND AGREE THAT USE OF THIS SITE AND/OR BY VIRTUE OF LOGGING INTO JDB’S SECURE DEALER SITE CONSTITUES SUCH AGREEMENT. IN THE EVENT THE DEALER WISHES TO TERMINATE THIS AGREEMENT THE DEALER MUST NOTIFY JDB IN WRITING OF ITS INTENT TO TERMINATE BY REGISTERED MAIL.

JDB MAY PROVIDE TO THE PROSPECTIVE DEALER OR DEALER CERTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION (HEREINAFTER “CONFIDENTIAL INFORMATION”) FOR THE PURPOSES OF BECOMING A JDB AUTHORIZED DEALER, PROVIDED IN ALL CASES THAT THE DECISION AS TO WHETHER AND WHAT SUCH INFORMATION WILL BE PROVIDED TO DEALER OR PROSPECTIVE DEALER SHALL BE SOLELY AND EXCLUSIVELY THAT OF JDB, AND NOTHING IN THIS AGREEMENT SHALL REQUIRE JDB TO PROVIDE ANY INFORMATION WHATSOEVER TO PROSPECTIVE DEALER OR DEALER IN ANY GIVEN INSTANCE.

AS USED HEREIN, THE CONFIDENTIAL INFORMATION OF JDB SHALL MEAN ALL INFORMATION AND DATA, IN WHATEVER MEDIA OR FORM, WHETHER WRITTEN OR ORAL, WHICH IS DIRECTLY OR INDIRECTLY DISCLOSED TO THE DEALER OR PROSPECTIVE DEALER RELATING TO JDB’ BUSINESS, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INFORMATION OR DATA RELATING TO JDB’S CURRENT OR PROPOSED PRODUCTS, SERVICES, PRICES, SUPPLIERS, CUSTOMERS, DEALERS, AGENTS, BUSINESSES, BUSINESS OPERATIONS, REPORTS, PLANS, FORECASTS, TRADE SECRETS, CONFIDENTIAL BUSINESS INFORMATION, FINANCIAL INFORMATION, BUSINESS OR MARKETING PLANS, DISTRIBUTION AND OTHER BUSINESS STRATEGIES, OR FINANCIAL INFORMATION, INCLUDING ANY INFORMATION RELATING TO THIRD PARTIES CONTAINED THEREIN.

THE DEALER OR PROSPECTIVE DEALER SHALL TREAT ALL CONFIDENTIAL INFORMATION OF JDB IN STRICT CONFIDENCE AND SHALL PROTECT THE CONFIDENTIAL INFORMATION WITH THE SAME DEGREE OF CARE AS THAT WITH WHICH IT PROTECTS ITS OWN CONFIDENTIAL INFORMATION, WHICH IN ANY EVENT SHALL NOT BE LESS THAN A REASONABLE DEGREE OF CARE. THE DEALER OR PROSPECTIVE DEALER WILL NOT MAKE ANY COPIES OF JDB CONFIDENTIAL INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF JDB.

NOTWITHSTANDING THE FOREGOING, THE DEALER OR PROSPECTIVE DEALER SHALL HAVE NO OBLIGATION WITH RESPECT TO ANY CONFIDENTIAL INFORMATION THAT:

• IS DOCUMENTED AS ALREADY BEING IN ITS POSSESSION WITHOUT BURDEN OF CONFIDENTIALITY;
• IS OR BECOMES PUBLICLY AVAILABLE OR PUBLIC KNOWLEDGE THROUGH NO FAULT OF DEALER OR PROSPECTIVE DEALER;
• IS DISCLOSED PURSUANT TO THE LAWFUL REQUIREMENT OF A COURT OR GOVERNMENT AGENCY OF COMPETENT JURISDICTION WITHOUT CONDITION OF CONFIDENTIALITY, PROVIDED THAT JDB IS NOTIFIED IN ADVANCE AND GIVEN THE OPPORTUNITY TO SEEK A PROTECTIVE ORDER AGAINST SUCH DISCLOSURE;
• IS DOCUMENTED AS BEING INDEPENDENTLY DEVELOPED BY PROSPECTIVE DEALER WITHOUT USE OF THE CONFIDENTIAL INFORMATION;
• IS FURNISHED TO PROSPECTIVE DEALER BY A THIRD PARTY AS A MATTER OF RIGHT AND WITHOUT RESTRICTION ON DISCLOSURE.

TITLE TO ALL CONFIDENTIAL INFORMATION, AND TO ALL INFORMATION DERIVED THEREFROM, SHALL BE RETAINED BY JDB, AND THE DEALER OR PROSPECTIVE DEALER SHALL RETURN ALL SUCH CONFIDENTIAL INFORMATION AND DERIVED MATERIALS, IN WHATEVER MEDIA OR FORM, TO JDB AT THE REQUEST OF JDB OR UPON TERMINATION OF THIS AGREEMENT BY WRITEN NOTICE SENT BY REGISTERED MAIL FROM EITHER PARTY. ALTERNATIVELY, DEALER OR PROSPECTIVE DEALER WILL DESTROY ALL SUCH CONFIDENTIAL INFORMATION AND DERIVED MATERIAL AT THE REQUEST OF JDB, AS THE CASE MAY BE.

THIS AGREEMENT SHALL APPLY TO ALL CONFIDENTIAL INFORMATION OF JDB DISCLOSED FOLLOWING THE DATE OF THIS AGREEMENT OR FIRST USE OF THIS WEB SITE, AND ANY PRELIMINARY INFORMATION SUPPLIED PRIOR TO THAT DATE. THE OBLIGATIONS OF CONFIDENTIALITY IMPOSED HEREUNDER SHALL SURVIVE THE EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT.

DEALER OR PROSPECTIVE DEALER AGREES NOT TO USE ANY CONFIDENTIAL INFORMATION PROVIDED BY JDB TO IMITATE AND/OR BRING INTO PRACTICE ON ITS OWN BEHALF ANY BUSINESS OR SERVICE BASED ON THE CONFIDENTIAL INFORMATION DISCLOSED BY JDB. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT.

THE PARTIES HEREBY RECOGNIZE THAT ANY DISCLOSURE OF CONFIDENTIAL INFORMATION WILL RESULT IN IRREPARABLE HARM TO JDB THAT CANNOT BE CALCULATED OR FULLY OR ADEQUATELY COMPENSATED BY THE RECOVERY OF DAMAGES. AS A RESULT, THE DISCLOSING PARTY SHALL, IN ADDITION TO ANY OTHER RELIEF AVAILABLE TO IT, BE ENTITLED TO PETITION A COURT OF LAW OR EQUITY FOR INJUNCTIVE RELIEF.

THE DEALER OR PROSPECTIVE DEALER ACKNOLEDGES AND AGREES TO THE TERMS AND CONDITIONS HEREIN AND SHALL NOT EITHER DURING ITS DISCUSSIONS WITH JDB RELATING TO THE DEALERSHIP OPPORTUNITY AND/OR AFTER ENTERING INTO A DEALER AGREEMENT WITH JDB AND FOR A PERIOD OF TWENTY FOUR (24) MONTHS FROM THE DATE OF TERMINATION OF DISCUSSIONS WITH JDB RELATING TO THE DEALERSHIP OPPORTUNITY OR THE TERMINATION OF THE DEALER AGREEMENT BETWEEN JDB AND THE DEALER, EITHER DIRECTLY OR INDIRECTLY, ENTER INTO AN AGREEMENT WITH OR SOLICIT JDB SUPPLIERS OR THEIR AGENTS FOR THE PURPOSES OF ESTABLISHING A DIRECT OR INDIRECT RELATIONSHIP OR BECOMING A DISTRIBUTOR OR DEALER OF PRODUCTS OF JDB’S SUPPLIERS EXCEPT IN THE CASE WHERE THE PROSPECTIVE DEALER HAS ESTABLISHED A RELATIONSHIP WITH A JDB SUPPLIER PRIOR TO ENTERING INTO A DEALER AGREEMENT AND/0R THIS AGREEMENT WITH JDB AND HAS DISCLOSED SUCH RELATIONSHIP TO JDB. THIS AGREEMENT IS BINDING UPON AND FOR THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND ASSIGNS. FAILURE TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF ANY TERM THEREOF.

THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE PROVINCE OF ONTARIO. BOTH PARTIES HEREBY AGREE TO ATTORN TO THE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO.

THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.

NO PARTY MAY ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.