These Terms and Conditions are applicable to your access to and use of
www.innovive.com and all other Innovive websites that link to or incorporate these Terms and Conditions. Please read these Terms and Conditions carefully. By accessing or using this website or purchasing items offered for sale by Innovive, you acknowledge that you understand and agree to be bound by these Terms and Conditions.

You represent that you are over the age of 18. Innovive does not permit those
under 18 to use this website.

1. Products. Innovive products include, but are not limited to, mouse and rat racks,
transportation carts, caging and caging components, caging lids, and cage dividers (the
“Products”).
2. Buyer. By placing orders for items that we sell (a “Buyer”), you warrant that you have
the legal authority to enter into binding contracts.
3. Order Cancellations. Innovive reserves the right to refuse or cancel an order at any time
for certain reasons including, but not limited to, unavailability of products, errors in an
order, or suspected fraud.
4. Deposits. Payment terms for Innovive racks and carts shall be fifty percent (50%) upon
placement of an order net seven (7) days and fifty percent (50%) net thirty (30) days from
date of invoice unless otherwise agreed to by the parties (individually and collectively,
the “Deposit”). Any Innovive rack or cart Deposit is non-refundable.
5. Extended Payment Terms. Orders submitted with payment terms between net thirty-one
(31) days and net sixty (60) days will have a three percent (3%) finance charge applied;
orders submitted with payment terms between net sixty-one (61) days and net ninety (90)
days will have a four and a half percent (4.5%) finance charge applied. All extended
payment terms are subject to Innovive’s credit approval process, which Innovive operates
in its sole and absolute discretion.
6. Interest and Late Fees. An interest charge of up to two percent (2%) per month or the
maximum allowable by law (whichever is less), will be added to all invoices ten (10) or
more days past due. Interest will continue to accrue on any outstanding balances until the
account is settled in full. Partial payments will be applied to accrued interest prior to
being applied to the original balance. Payment of any late fees will not cure or excuse any
default by Buyer, and Innovive’s acceptance of such late fee will not be deemed a waiver
by Innovive of any default by Buyer. Buyer will be responsible for reasonable fees
incurred by Innovive for collecting any overdue payments, including reasonable
attorney’s fees.
7. Credit Cards. Credit card orders will be charged an additional three percent (3%).
8. Shipping. Shipments made by Innovive shall use commercially reasonable efforts to ship
orders by the date agreed upon by the parties in the applicable order, but INNOVIVE
SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT,
SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR OTHERWISE,
ARISING OUT OF ANY DELAY IN DELIVERY, INCLUDING FOR ANY ACTS OR

OMISSIONS, OF ANY THIRD-PARTY DELIVERY, FREIGHT, OR OTHER
CARRIER.
9. Spare Parts. The purchase price of Innovive racks and carts does not include any spare
parts, however, upon request, Innovive will furnish the Buyer with a list of parts that can
be stocked for maintenance purposes. Buyer may purchase spare parts from Innovive at
the prices listed on any product list given by Innovive to Buyer.

10. Changes and Cancellations. Cancellations or changes for any consumable order within
three (3) days of an expected ship date will incur a penalty.
11. Product Returns. For approved returns shipped from Innovive, there will be twenty
percent (20%) restocking fee applied. Items not eligible for return include, but are not
limited to, Innovive racks and carts, caging with less than six (6) months shelf life, any
item not in the original and unopened packaging, and items made to order or made
specifically for a Buyer.
12. Safety Requirements. Innovive will fully cooperate with the Buyer in the design,
manufacture, or procurement of additional safety features or devices which are deemed
necessary under OSHA standards or any other statute, ordinance, or governmental
regulation. The price at which such additional services and equipment shall be furnished
by Innovive will be at Innovive’s standard rates or prices then in effect, or as mutually
agreed to by Innovive and the Buyer.
13. Training. The Buyer agrees, at its own cost and expense, to train all Innovive rack and
cart users, not trained by Innovive, to follow safe operating procedures and to understand
and retain the information contained in the operating manuals, maintenance manuals, and
safety warning signs.
14.  Permits. The Buyer shall be responsible for the procurement, at its own expense, of any
special permits required for the design, fabrication, testing, transport, installation, or
operation of any Innovive Product. Innovive’s sale of any Product to Buyer is without
any express or implied warranty that a Product will comply with any permitting
regulations, requirements, or standards, unless otherwise noted herein or in a writing
signed by Innovive.
15. Title. Title to any Product shall pass from Innovive to the Buyer (i) for deliveries within
the United States, at the point identified in the F.C.A. terms contained in order, or (ii) for
deliveries outside of the United States, at the point identified in the F.C.A. (Incoterms
2000) terms contained in the order.
16. Incorporated Goods. Innovive and Buyer agree that if Buyer makes or obtains goods
which Buyer provides to Innovive for incorporation into any Innovive Product (the
“Incorporated Goods”), the risk of loss with respect to those Incorporated Goods shall
always remain with Buyer.
17. Purchase Money Security Interest. Innovive hereby reserves a purchase money security
interest in Products sold and the proceeds thereof, in the amount of its purchase price. In
the event of default by Buyer of any of its obligations to Innovive, Innovive shall have
the right, in addition to any other remedies available at law or in equity, to repossess
Products sold hereunder. This security interest will be satisfied by payment in full.
18. Warranty. Innovive warrants that the Innovive racks and carts shall conform, in all
material respects, to the description and specifications provided to Buyer. The warranty
period for Innovive racks and carts is five (5) years (the “Warranty Period”), including
one (1) year labor, and begins on the date of shipment. THE EXPRESS WARRANTIES
CONTAINED HEREIN ARE EXCLUSIVE AND GIVEN IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. INNOVIVE EXCLUDES AND
DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF THE
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. In order for any
warranty to remain in effect, the Buyer must follow and demonstrate compliance with
Innovive’s or any of Innovive’s suppliers’ recommended maintenance procedures (eg.
filter changes). Any modification(s) made by the Buyer or the Buyer’s agent to any
Innovive rack or cart or any combination of an Innovive rack or cart with parts not
authorized by Innovive, without prior written approval from Innovive, will void any
warranty pertaining to any Innovive rack or cart. Innovive racks and carts are designed
SPECIFICALLY for use with Innovive caging. In addition, Innovive rack and cart
warranties are void if operated with caging other than caging produced by Innovive.
Buyer agrees it will not use non-Innovive caging with any Innovive racks or carts.
19. Repairs. Innovive shall repair or, at its option, replace any Innovive designed and
manufactured Innovive rack or cart which, within five (5) years of the date of shipment,
proves defective in design or workmanship. All claims relating to defects in an Innovive
rack or cart or in any of its parts must be submitted to Innovive in writing within five (5)
years of shipment. If the defective item can be sent to Innovive, Innovive’s responsibility
to repair or replace shall be contingent upon the Buyer returning the defective item to
Innovive. The Buyer will be invoiced for the replacement part and a credit will be issued
to Buyer upon the return of the defective part to Innovive. Innovive’s responsibility and
liability to the Buyer is limited to the repair and replacement remedy set forth in this
section, provided, however, that if the cost of repair or replacement exceeds the quoted
price of an Innovive rack or cart, respectively, Innovive may, at its option, refund the full
or a prorated price to the Buyer. These are the Buyer's sole and exclusive remedies. If
these limited remedies are held to have failed of their essential purpose, or are otherwise
held invalid or inapplicable, Innovive’s liability is limited to the purchase price of the
Innovive rack or cart, regardless of the legal theory of any claim, except in cases of gross
negligence by Innovive. Further, Innovive’s liability and obligations under this section
are conditioned on Buyer’s compliance with all other sections of these Terms and
Conditions, including but not limited to, maintenance requirements in Section 17.
20. Service Calls. Service calls that are not related to warranty work will be provided at
Innovive’s current service rates.
21. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY
CAUSED DIRECTLY AND SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF INNOVIVE: (I) IN NO EVENT SHALL INNOVIVE OR ANY OF
ITS AGENTS OR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED
DAMAGES LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE
ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY PRODUCT
INNOVIVE HAS SOLD OR OTHERWISE PROVIDED TO BUYER OR SELLS OR
OTHERWISE PROVIDES TO BUYER IN THE FUTURE OR BY THE
PERFORMANCE OR FAILURE OF ANY PRODUCT TO PERFORM, OR BY ANY
OTHER ACT OR OMISSION, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT INNOVIVE WAS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE
THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS
BASED, AND, (II) IN NO EVENT SHALL INNOVIVE’S TOTAL CUMULATIVE
LIABILITY TO BUYER (OR ANY CUSTOMER OF BUYER) FOR ANY AND ALL
CLAIMS ARISING FROM OR RELATING TO ANY AGREEMENT BETWEEN
BUYER AND INNOVIVE, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT PREVIOUSLY
PAID TO INNOVIVE BY BUYER PRIOR TO THE EVENT GIVING RISE TO
LIABILITY.
22. Confidentiality. If the parties have not previously entered into a non-disclosure
agreement, the Buyer agrees, with respect to any Innovive Confidential Information
(defined below): (i) not to disclose such Innovive Confidential Information to any third
party without Innovive’s prior written consent, and (ii) not to use any such Innovive
Confidential Information for any purpose other than to perform the Buyer’s obligations
hereunder and/or to obtain the benefits contemplated by the parties hereunder. For
purposes hereof, “Innovive Confidential Information” shall mean any information
provided by Innovive to the Buyer that is identified by Innovive as being confidential
either prior to or at the time of disclosure or that, by its nature, should reasonably be
considered confidential or proprietary.
23. Intellectual Property. Innovive retains all right, title and interest in and to the
intellectual property, including but not limited to any patents, copyrights, know-how,
other works of authorship, trade secrets, trademarks, trade names or the like, associated
with Innovive Products. No transfer of ownership, title, or any other rights in Innovive
Products is made by the sale of such Products to Buyer, except for the right to use a
Product consistent with the terms of this agreement. The right to use an Innovive
Product does not include the right to modify, enhance, or improve an Innovive
Product without the express written permission of Innovive. Any and all
modifications, enhancements, improvements, error corrections and bug fixes, made by
Innovive to any Product shall be the sole and exclusive property of Innovive. Buyer shall
not, and shall not permit any third party to, reverse engineer, reverse compile or reverse
assemble the Product(s), in whole or in part. It is recognized and understood that the
existing technology and/or already conceived inventions, discoveries and technologies of
the parties hereto are their separate property. The inventorship of any invention made by
one or both of the parties hereto shall be determined in accordance with United States
patent law. Except as otherwise provided in the following paragraph, the ownership of
any invention shall be determined in accordance with inventorship (i.e. a party hereto
shall solely own inventions conceived and/or reduced to practice solely by it or its
affiliates’ employees, agents, or consultants and the parties hereto shall jointly own
inventions conceived and/or reduced to practice jointly by their employees or their
affiliates’ respective employees or consultants  (“Joint Inventions"). Innovive shall own
all rights to all inventions (including Joint Inventions) conceived and/or reduced to
practice solely by, or jointly with, employees of Innovive prior to the end of the Warranty
Period that are improvements to or enhancements of a Product individually or a Product
as an integrated system, or any component thereof.
24. License. Subject to the terms and conditions herein, Buyer is granted the right to use a
Product solely for its internal purposes. The sale of any Product to Buyer will not be construed as granting to Buyer any license or other right to (a) apparatus, software, or
circuits in which the Product or parts thereof may be used, (b) a process or machine in
connection with which they may be used, or (c) the process for their manufacture.
Further, Buyer shall not resell any Product for commercial purposes to any third party
without Innovive’s express written consent.
25. Subcontractors. In the event Innovive performs any of its obligations through a
subcontractor, then Innovive will at all times be responsible for the performance and
payment of such subcontractor.
26. Installation: If Innovive is hired to install any of Innovive’s racks or carts, Buyer will
provide Innovive with reasonable facilities and assistance to accomplish the installation
of the Innovive racks and carts.
27. Assignment: Neither party shall assign or transfer this agreement, or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding theforegoing, either party may assign its rights and obligations without the consent of the other party: (i) to an party's affiliate; (ii) to the surviving entity in the event of a merger, acquisition, or consolidation; or (iii) to the successor or purchaser of the party's business resulting from a reorganization, spin-off, or sale of all or nearly all of its assets. Any unauthorized assignment or transfer shall be null and void. This agreement shall be binding upon and inure to the benefit of each party and its successors and permitted assigns.
28. Relationship of the Parties: Nothing contained herein shall be deemed or construed as
creating a joint venture, employment, franchise, agency or partnership relationship
between the parties. Neither party is authorized to act as an agent, employee, or legal
representative of the other party to bind the other party and the relationship of the parties
is at all times that of independent contractors.
29. Use of Name. You may not use Innovive’s name or logo in any advertising or publicity
or otherwise indicate Innovive’s sponsorship or affiliation with any products or services
without Innovive’s prior written consent.
30. Other Websites. Our website may contain links to third-party websites or services that
are not owned or controlled by Innovive. Innovive has no control over, and assumes no
responsibility for, the content, privacy policies, or practices of any third-party website or
service. Innovive is not responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with the use of, or reliance on, any
such content, goods, or services available on or through any such website.
31. Governing Law. These Terms and Conditions and the resolution of any dispute related to
such, shall be construed in accordance with the laws of the State of California without
regard to choice of law principles. Buyer expressly agrees that exclusive jurisdiction for
any claim or dispute with Innovive resides in the federal and state courts located in San Diego County, California, and Buyer submits to and consents to jurisdiction and venue in
said courts.
32. Modifications. No modification, extension, or waiver of these Terms and Conditions or
any provision hereof shall be binding unless mutually agreed to in writing between
Innovive and Buyer. Buyer's order, or other ordering document, is solely for the purpose
of requesting Products, delivery dates, pricing, quantities, and providing shipping
information.
33. Force Majeure. The obligations of Innovive and the Buyer, except for payment
obligations, shall be excused during each period of delay caused by matters which are
beyond the reasonable control of the party obligated to perform, such as strikes, shortages
of raw materials, government orders, pandemics, riots, or acts of God, and the time for
performance shall be extended for such period provided that, if an event of force majeure
occurs, the party who is claiming to be excused from performance shall give prompt
notice of the event of force majeure to the other party and provided further, that if an
event of force majeure occurs which prevents performance of the contract and continues
for a period of more than one hundred twenty (120) days, either party may, at its option,
cancel an order without further liability to the other party. Payments from Buyer for
undelivered Products, if any, will be refunded in full within thirty (30) days of
cancellation.
34. Headings. All section and paragraph titles and captions are for ease of reference only and
are without contractual significance or effect.
35. Severability. If any provision of these Terms and Conditions is held unenforceable or
invalid or in conflict with the law of any competent jurisdiction, such provision will be,
to the extent practicable, conformed to achieve the original intent of the parties and the
remaining portion shall remain in full force and effect.
36. Waiver. Except as provided herein, the failure to exercise a right or to require
performance of an obligation under these Terms and Conditions shall not affect a party's
ability to exercise such right or require such performance at any time thereafter nor shall
the waiver of a breach constitute a waiver of any subsequent breach.
37. Changes to the Terms and Conditions. These Terms and Conditions are effective
unless and until modified or terminated at any time by Innovive. Innovive may, at any
time and from time to time, change these Terms and Conditions in whole or in part. You
agree to review these Terms and Conditions periodically. Any changes to these Terms and
Conditions will be effective immediately upon the posting of the modified Terms and
Conditions. You agree to comply with, and be bound by, the modified Terms and
Conditions.
38. Contact Us. If you have any Product questions or would like to place an order, you can
contact our Customer Service team at orders@innovive.com. If you have any questions
about these Terms and Conditions you can contact us at legal@innovive.com.