As
a user
of the Services, you agree not to:
- Systematically
retrieve data or other content from the Services to create or
compile, directly
or indirectly, a collection, compilation, database, or directory
without written
permission from us.
- Trick,
defraud, or mislead us and other users, especially in
any attempt to
learn sensitive account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with security-related
features of
the Services, including features that prevent or
restrict the use or
copying of any Content or enforce limitations on the use
of the
Services and/or the Content contained
therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us and/or
the
Services.
- Use
any information obtained from the Services in order to
harass,
abuse, or harm another
person.
- Make
improper use of our support services or submit false
reports of
abuse or misconduct.
- Use
the Services in a manner inconsistent with any
applicable laws or
regulations.
- Engage
in unauthorized framing of
or linking
to the Services.
- Upload
or transmit (or attempt to upload or to transmit)
viruses, Trojan
horses, or other material, including excessive use of
capital
letters and spamming (continuous posting of repetitive
text), that
interferes with any party’s uninterrupted use and
enjoyment of the
Services or modifies, impairs, disrupts, alters, or
interferes with
the use, features, functions, operation, or maintenance
of the
Services.
- Engage
in any automated use of the system, such as using
scripts to send
comments or messages, or using any data mining, robots,
or similar
data gathering and extraction
tools.
- Delete
the copyright or other proprietary rights notice from
any
Content.
- Attempt
to impersonate another user or person or use the
username of another
user.
- Upload
or transmit (or attempt to upload or to transmit) any
material that
acts as a passive or active information collection or
transmission
mechanism, including without limitation, clear graphics
interchange
formats ("gifs"), 1×1
pixels, web
bugs, cookies, or other similar devices (sometimes
referred to as
"spyware" or "passive
collection
mechanisms" or "pcms"
).
- Interfere
with, disrupt, or create an undue burden on the Services
or the
networks or services connected to the
Services.
- Harass,
annoy, intimidate, or threaten any of our employees or
agents
engaged in providing any portion of the Services to
you.
- Attempt
to bypass any measures of the Services designed to
prevent or
restrict access to the Services, or any portion of the
Services.
- Copy
or adapt the Services' software, including but not
limited to Flash,
PHP, HTML, JavaScript, or other
code.
- Except
as permitted by applicable law, decipher, decompile,
disassemble, or
reverse engineer any of the software comprising or in
any way making
up a part of the
Services.
- Except
as may be the result of standard search engine or
Internet browser
usage, use, launch, develop, or distribute any automated
system,
including without limitation, any spider, robot, cheat
utility,
scraper, or offline reader that accesses the Services,
or use or
launch any
unauthorized
script or other
software.
- Use
a buying agent or purchasing agent to make purchases on
the
Services.
- Make
any unauthorized use of the
Services,
including collecting usernames and/or email addresses of
users by
electronic or other means for the purpose of sending
unsolicited
email, or creating user accounts by automated means or
under false
pretenses
.
- Use
the Services as part of any effort to compete with us or
otherwise
use the Services and/or the Content for any
revenue-generating
endeavor
or commercial
enterprise.
8.
USER GENERATED CONTRIBUTIONS
The
Services does not offer users to submit or post
content.
You
and
Services agree that we may access, store, process, and use any information
and personal
data that you provide and your choices
(including
settings).
By
submitting
suggestions or other feedback regarding the Services, you agree that we can use
and share
such feedback for any purpose without compensation to you.
10.
SERVICES MANAGEMENT
We reserve
the right, but
not the obligation, to: (1) monitor the Services for violations of these Legal Terms;
(2) take
appropriate legal action against anyone who, in our sole discretion, violates the law or
these Legal
Terms, including without limitation, reporting such user to law enforcement authorities;
(3) in our
sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or
disable (to the extent technologically feasible) any of your Contributions or any
portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from
the Services
or otherwise disable all files and content that are excessive in size or are in any way
burdensome
to our systems; and (5) otherwise manage the Services in a manner designed to protect
our rights and
property and to facilitate the proper functioning of the Services.
11.
PRIVACY POLICY
We care
about data
privacy and security. By using the Services, you agree to be bound by our Privacy
Policy posted
on the Services, which is incorporated into these Legal Terms. Please be advised the
Services
are hosted in
the United States
. If you access the Services from any other
region of the
world with laws or other requirements governing personal data collection, use, or
disclosure
that differ from applicable laws in
the United States
, then through your continued use of the
Services, you are
transferring your data to
the United States
, and you expressly consent to have your data
transferred to
and processed in
the United States
.
12.
TERM AND TERMINATION
These Legal
Terms shall
remain in full force and effect while you use the Services. WITHOUT LIMITING ANY
OTHER PROVISION
OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT
NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO
ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY
APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN
OUR SOLE
DISCRETION.
If we
terminate or
suspend your account for any reason, you are prohibited from registering and
creating a new
account under your name, a fake or borrowed name, or the name of any third party,
even if you
may be acting on behalf of the third party. In addition to terminating or suspending
your
account, we reserve the right to take appropriate legal action, including without
limitation
pursuing civil, criminal, and injunctive redress.
13.
MODIFICATIONS AND INTERRUPTIONS
We reserve
the right to
change, modify, or remove the contents of the Services at any time or for any reason
at our sole
discretion without notice. However, we have no obligation to update any information
on our
Services. We will not be liable to you or any
third party for
any modification, price change, suspension, or discontinuance of the
Services.
We cannot
guarantee the
Services will be available at all times. We may experience hardware, software, or
other problems
or need to perform maintenance related to the Services, resulting in interruptions,
delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or
otherwise
modify the Services at any time or for any reason without notice to you. You agree
that we have
no liability whatsoever for any loss, damage, or inconvenience caused by your
inability to
access or use the Services during any downtime or discontinuance of the Services.
Nothing in
these Legal Terms will be construed to obligate us to maintain and support the
Services or to
supply any corrections, updates, or releases in connection therewith.
14.
GOVERNING LAW
These Legal
Terms and
your use of the Services are governed by and construed in accordance with the laws
of
the State of
California
applicable to agreements made and to be entirely performed within
the State of
California
, without regard to its
conflict of
law principles.
15.
DISPUTE RESOLUTION
Informal Negotiations
To expedite
resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
"Dispute" and collectively, the "Disputes"
)
brought by either you or us (individually, a
"Party" and
collectively, the "Parties"), the
Parties agree to
first attempt to negotiate any Dispute (except those Disputes expressly provided
below)
informally for at least thirty (30) days before
initiating
arbitration. Such informal negotiations commence upon written notice from one Party
to the other
Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through
informal
negotiations, the Dispute (except those Disputes expressly excluded below) will be
finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU
WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced
and conducted under the Commercial Arbitration Rules of the American Arbitration
Association (
"AAA"
) and,
where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes
("AAA Consumer Rules"
), both of which are available at the American Arbitration Association (AAA) website.
Your
arbitration fees and your share of arbitrator compensation shall be governed by the
AAA Consumer
Rules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of
documents, by phone,
or online. The arbitrator will make a decision in writing, but need not provide a
statement of
reasons unless requested by either Party. The arbitrator must follow applicable law,
and any
award may be challenged if the arbitrator fails to do so. Except where otherwise
required by the
applicable AAA rules or applicable law, the arbitration will take place in
Redwood City,
California
. Except as otherwise provided herein,
the Parties
may litigate in court to compel arbitration, stay proceedings pending arbitration,
or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.
If for any
reason, a Dispute proceeds in court rather than arbitration,
the Dispute shall be commenced or prosecuted in the
state
and federal courts
located in
Redwood City,
California
, and the Parties hereby consent to, and waive all defenses
of lack
of personal jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in
such state and federal courts. Application of the United Nations
Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction
Act (UCITA) are excluded from these Legal Terms.
If this provision is found to be illegal or
unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion
of this
provision found to be illegal or unenforceable and such Dispute shall be decided by
a court of
competent jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually.
To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding;
(b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to
utilize
class
action procedures; and (c) there is no right or authority for any Dispute to be brought
in a
purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and
Arbitration
The Parties agree that the following Disputes are not
subject to
the above provisions concerning informal negotiations binding arbitration: (a) any
Disputes seeking
to enforce or protect, or concerning the validity of, any of the intellectual property
rights of a
Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,
invasion of
privacy, or unauthorized
use; and (c) any claim for injunctive relief. If this provision is found to be
illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within
that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by
a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to
submit to the personal jurisdiction of that court.
16.
CORRECTIONS
There
may be information on the Services that contains typographical errors, inaccuracies, or
omissions,
including descriptions, pricing, availability, and various other information. We reserve
the right
to correct any errors, inaccuracies, or omissions and to change or update the
information on the
Services at any time, without prior notice.
17.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT
PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH
THE
SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO
WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR
THE CONTENT OF
ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO
LIABILITY OR
RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR
ACCESS TO AND
USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY
AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY,
AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED
AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE
SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED
WEBSITE, OR
ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
WE WILL NOT
BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT AND EXERCISE CAUTION
WHERE
APPROPRIATE.
18.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL
WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM
YOUR USE OF
THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
19.
INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations
and
warranties set forth in these Legal Terms; (4)
your violation of the rights of a third party, including but not limited to
intellectual
property rights; or (5) any overt
harmful act
toward any other user of the Services with whom you connected via the Services.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume
the
exclusive defense
and control of any matter for which you are required to indemnify us, and
you agree
to cooperate, at your expense, with our
defense of such claims. We will
use reasonable efforts
to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
20.
USER DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services.
Although we
perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Services. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
21.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and
completing online forms constitute electronic communications. You consent to receive
electronic
communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Services,
satisfy any
legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE
OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA
THE SERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules,
ordinances,
or other laws in any jurisdiction which require an original signature or delivery or
retention
of non-electronic records, or to payments or the granting of credits by any means
other than
electronic means.
22.
CALIFORNIA USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
23.
MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the entire
agreement and
understanding between you and us. Our failure to exercise or enforce any right or
provision of
these Legal Terms shall not operate as a waiver of such right or provision. These
Legal Terms
operate to the fullest extent permissible by law. We may assign any or all of our
rights and
obligations to others at any time. We shall not be responsible or liable for any
loss, damage,
delay, or failure to act caused by any cause beyond our reasonable control. If any
provision or
part of a provision of these Legal Terms is determined to be unlawful, void, or
unenforceable,
that provision or part of the provision is deemed severable from these Legal Terms
and does not
affect the validity and enforceability of any remaining provisions. There is no
joint venture,
partnership, employment or agency relationship created between you and us as a
result of these
Legal Terms or use of the Services. You agree that these Legal Terms will not be
construed
against us by virtue of having drafted them. You hereby waive any and all defenses
you may
have based on the electronic form of these Legal Terms and the lack of signing by
the parties
hereto to execute these Legal Terms.
24.
CONTACT US
In order to resolve a complaint regarding the Services
or to receive further information regarding use of the Services, please contact us
at:
__________
United States
admin@edstruments.com