Terms of Purchase
IN NO EVENT SHALL KIMCHUCK ENTERPRISES INC. (THE "COMPANY") BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY HAVE LIABILITY IN THE AGGREGATE, REGARDLESS OF THE FORM OF THE ACTION, FOR ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CONFLICT OF LAW RULES. IN ADDITION, YOU HEREBY AGREE THAT THE STATE OF TENNESSEE SHALL BE THE EXCLUSIVE VENUE (TO THE EXTENT THAT SUBJECT MATTER JURISDICTION EXISTS) FOR ALL CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT. THIS CONSENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT TO REMOVE ANY LITIGATION TO A FEDERAL COURT IN TENNESSEE.
All disputes, claims, or controversies arising out of or relating to this Agreement or the negotiation, validity or performance hereof that are not resolved by mutual agreement will be resolved solely and exclusively by binding arbitration to be conducted before the American Arbitration Association, or its successor (the "AAA"). The arbitration will be held in Memphis, TN before a single arbitrator in accordance with the rules and regulations of the AAA. The arbitration will be conducted in accordance with the rules and regulations promulgated by the AAA, unless specifically modified in this Agreement. The arbitration must commence within sixty (60) days of the date on which the arbitrator is selected. The arbitrator will not have power to award damages in excess of actual compensatory damages and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith and that they will share equally its costs or the arbitration. Notwithstanding the foregoing to the contrary, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this Section will be enforceable in any court of competent jurisdiction.
This Agreement constitutes the entire agreement between you and the Company relating to its subject matter and this Agreement supersedes all prior agreements and understandings between you and the Company, oral or written, with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both you and an authorized representative of the Company.
