Terms of Service
Connxys Technology, Inc.
Last Revised: November 4, 2010
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Connxys Technology, Inc., a California corporation (“Connxys”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of this website (this “Site”) and the products and services (collectively, the “Services”) found at this Site, and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services you purchase or access through this Site.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.
The terms “we”, “us” or “our” shall refer to Connxys. The terms “you”, “your” or “User” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Connxys, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies and/or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications or (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Last Revised” date at the top of this page.
2. ELIGIBILITY; AUTHORITY
This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
3. ACCOUNTS; TRANSFER OF DATA ABROAD
Accounts. In order to access some of the features of this Site or use some of the Services found at this Site, you will have to create an account (an “Account”). You represent and warrant to Connxys that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Connxys has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Connxys reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, payment method(s), and shopper PIN. For security purposes, Connxys recommends that you change your password and shopper PIN at least once every six (6) months for each Account you have with Connxys. You must notify Connxys immediately of any breach of security or unauthorized use of your Account. Connxys will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Connxys or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
4. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
Connxys reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.
5. YOUR USE OF CONNXYS CONTENT
In addition to the general rules above, the following restrictions and conditions apply specifically to your use of AvX Content.
Connxys Content. Except for User Content, the content on this Site and the Services found at this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Connxys Content”), are owned by or licensed to Connxys in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Connxys Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Connxys. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Connxys reserves all rights not expressly granted in and to the Connxys Content, this Site and the Services found at this Site, and this Agreement do not transfer ownership of any of these rights..
Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Connxys Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Connxys Content or the User Content therein.
6. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. CONNXYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONNXYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND CONNXYS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CONNXYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL CONNXYS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CONNXYS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall avx’s total aggregate liability exceed the total amount paid by you for the particular ServiceS that ARE the subject of the cause of action.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
You agree to protect, defend, indemnify and hold harmless Connxys and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Connxys directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the corporate policies and/or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
9. FEES AND PAYMENTS
You agree to pay any fees due for Services purchased at this Site at the time you order the Services. All fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. Connxys expressly reserves the right to change or modify its prices and fees at any time and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications or (ii) your electronic acceptance of this Agreement after such changes or modifications have been made.
Payment may be made by you by “Express Checkout” (where available) or by providing a valid credit card, an online check, a personal check, or a gift card (except as prohibited in any product-specific agreement (each, a “Payment Method”). With Express Checkout enabled, clicking the “Express Checkout” button for a product that offers Express Checkout will automatically place an order for that product and charge the primary Payment Method on your Account. Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active products in your Account. If you signed up for an annual (or longer) payment plan, and you elected the automatic renewal option, Connxys will automatically renew your Services when they come up for renewal and will take payment from the Payment Method you have on file with Connxys at Connxys' then current rates.
If for any reason Connxys is unable to charge your Payment Method for the full amount owed Connxys for the Services provided, or if Connxys is charged a penalty for any fee it previously charged to your Payment Method, you agree that Connxys may pursue all available remedies in order to obtain payment. If you pay by credit card and if for any reason Connxys is unable to charge your credit card with the full amount of the Services provided, or if Connxys is charged back for any fee it previously charged to the credit card you provided, you agree that Connxys may pursue all available remedies in order to obtain payment. You agree that the remedies Connxys may pursue in order to effect payment shall include, but not be limited to, immediate cancellation without notice to you of any services rendered on your behalf. Connxys reserves the right to charge you a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third-party payment providers, including PayPal, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for you. You may change your Payment Method at any time by logging into your “Account Manager”.
You acknowledge and agree that you are solely liable for arranging that your Services are renewed, and that Connxys shall not be liable to you or any third party if it is unable to charge your Payment Method in order to renew your Services.
While all transactions are processed in U.S. dollars, Connxys may provide an estimated conversion price to currencies other than U.S. dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between the actual purchase and the payment settlement, the actual price charged may fluctuate. Connxys makes no representations or warranties that the estimated price will be the same or substantially similar to the actual price you will pay and you waive any and all claims based upon any discrepancy between the estimate and the actual price and the price paid and any subsequent refund. In addition, you may be charged VAT, GST or other localized taxes, based on the country indicated in your billing address section. Any amounts to be charged will appear during the checkout process.
(A) PAY BY PAYPAL
By using Connxys' pay by PayPal payment option (“PayPal”), you can purchase Connxys Services using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your purchase from your PayPal account (“PayPal Account”) or from the credit card(s), debit card(s), bank account(s), or other allowed Payment Method(s) linked to your PayPal Account (“PayPal Funding Source”).
It is your responsibility to keep your PayPal Account and PayPal Funding Source current and funded, and your PayPal Account backed by a valid credit card. You agree that PayPal and Connxys will not be responsible for payments that fail to go through as a result of your PayPal Account or PayPal Funding Source no longer existing or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for your purchase, you agree that PayPal and Connxys may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from your PayPal Account or PayPal Funding Source.
By clicking the box labeled “I agree” to the terms of the PayPal payment option, you authorize a debit of the full amount of your purchase from your PayPal Account or PayPal Funding Source.
10. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
11. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
12. U.S. EXPORT LAWS
This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
13. COMPLIANCE WITH LOCAL LAWS
Connxys makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
14. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of California, whichever is applicable, without regard to conflict of laws principles. You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of Santa Barbara County, California, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of Santa Barbara County, California. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
21. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall for all purposes be construed to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
22. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Connxys Technology Legal Department