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Terms Of Use | Safeware

TERMS OF USE OF WEBSITE


Introduction


These Terms of Use (“Terms”) contained herein on this webpage, shall govern your use of this website, including all pages within this website and any mobile application (collectively referred to herein below as this “Site”). These Terms apply in full force and effect to your use of this Site and by using this Site, you expressly accept all terms and conditions contained herein in full. You must not use this Site, if you have any objection to any of these Terms.
This Site is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Site if you a minor.


Intellectual Property Rights


Under these Terms, Safeware, Inc. and/or its licensors own all rights to the intellectual property and material contained in this Site, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Site.


Restrictions


You are expressly and emphatically restricted from all of the following:
1. publishing any Site material in any media;
2. selling, sublicensing and/or otherwise commercializing any Site material;
3. publicly performing and/or showing any Site material;
4. using this Site in any way that is, or may be, damaging to this Site;
5. using this Site in any way that impacts user access to this Site;
6. using this Site contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Site, or to any person or business entity;
7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Site, or while using this Site;
8. using this Site to engage in any advertising or marketing;

Certain areas of this Site are restricted from access by you and Safeware may further restrict access by you to any areas of this Site, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Site are confidential and you must maintain confidentiality of such information.


No Warranties


This Site is provided “as is,” with all faults, and Safeware makes no express or implied representations or warranties, of any kind related to this Site or the materials contained on this Site. Additionally, nothing contained on this Site shall be construed as providing consult or advice to you.


Limitation of Liability


In no event shall Safeware, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and Safeware, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Site.


Indemnification


You hereby indemnify to the fullest extent Safeware from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.


Severability


If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.


Variation of Terms


Safeware is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Site.


Assignment


Safeware shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.


Entire Agreement


These Terms, including any legal notices and disclaimers contained on this Site, constitute the entire agreement between Safeware and you in relation to your use of this Site, and supersede all prior agreements and understandings with respect to the same.


Governing Law & Jurisdiction


These Terms will be governed by and construed in accordance with the laws of the State of Maryland, and you submit to the non-exclusive jurisdiction of the state and federal courts located in State of Maryland for the resolution of any disputes.


TERMS AND CONDITIONS GOVERNING SALES


Introduction


Purchaser agrees to be bound by all of the terms and conditions set forth herein. Any terms and conditions set forth in any purchase order or other document or any oral communication or written agreement which purports to be an addition to this Agreement of which is inconsistent herewith shall not be binding upon Safeware unless made in writing and accepted by the signature of an authorized officer or manager of Safeware. Any term or condition of sale contained in any document prepared by or received from Purchaser by Safeware relating to the goods sold under this Agreement which is inconsistent with any term or condition of this Agreement is hereby rejected by Safeware and shall have no effect unless approved in a separate writing by Safeware.


Shipping Dates


Shipping dates furnished by Safeware are approximate and shall not be deemed to be fixed or guaranteed.


Prices


All orders are subject to prices and terms of sale in effect on the date of shipment and such prices and terms are subjected to change without prior notice to Purchaser. Unless otherwise stated, all price quotations expire 30 days from the date of quotation and prices do not include freight or, where applicable, any federal, state, or local taxes of any nature, all of which shall be paid by the purchaser.


Cancellation of Orders


All cancellations of orders must be requested by Purchaser and approved by Safeware in writing. Purchaser agrees to pay for any and all costs incurred by Safeware in connection with any cancellation request.


Returned Goods


Only returns requested by Purchaser and approved by Safeware in writing will be permitted. Custom or special order goods returned for any reason other than a warranty claim or Safeware error are not returnable. Under no circumstances will goods be accepted for return after 60 days from the date of shipment.


Credit


Notwithstanding any prior extensional credit by Safeware to Purchaser, if at any time Safeware determines in its sole judgment, that Purchaser's financial condition does not justify Safeware's extension to it of credit in connection with any sale hereunder, Safewaremay, at its option, require Purchaser to make full payment in cash prior to order entry, manufacture, shipment or delivery.


Default


In the event Purchaser defaults in payment, Safeware may, in its sole discretion, suspend shipment of goods on order. At such time, Safeware shall be entitled to all costs of collection including court costs and attorney/collection agency fees in the event of a default of the Purchaser.


Risk of Loss


If goods are shipped directly from a manufacturer or vendor other than Safeware to Purchaser's shipping address shown herein, the risk of loss of such goods shall not be on Safeware. Otherwise, the risk of loss shall pass from Safeware to Purchaser upon (i) delivery to Purchaser's shipping address, if shipped by Safeware’s vehicle or (ii) delivery to a common carrier, if shipped by common carrier. When goods are shipped by common carrier all claims for damages or losses in transit must be made by Purchaser directly to such common carrier. Purchaser shall be obligated to pay the full amount of Safeware Co. invoice in accordance with the payment terms stated therein or here under, notwithstanding damage in transit by or disputes with common carriers


Limitation of Liability


With respect to any claim against Safeware arising in any way from the sale of goods hereunder other than warranty claims, Safeware’s liability shall not exceed the purchase price of suchgoods. SAFEWARE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, BACK CHARGES. Safeware shall not be liable for damages of any kind resulting from any delay or failure to deliver or perform due to strikes, lockouts, or other labor difficulties, failure or delay sources of supply,transportation difficulties, accidents, fires, acts of God, or any other cause of like or unlike nature beyond Safeware reasonable control.


Specification Changes


With respect to any claim against Safeware arising in any way from the sale of goods here under other than warranty claims, Safeware’s liability shall not exceed the purchase price of such goods. SAFEWARE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, BACK CHARGES. Safeware shall not be liable for damages of any kind resulting from any delay or failure to deliver or perform due to strikes, lockouts, or other labor difficulties, failure or delay sources of supply,transportation difficulties, accidents, fires, acts of God, or any other cause of like or unlike nature beyond Safeware reasonable control.


Confirmations


Written confirmation by Purchaser of telephone or other oral or web orders must be clearly marked "confirming" to avoid duplicate shipments. If this is not done and duplicate shipment occurs, Purchaser's written confirmation shall be deemed to be a separate order subject to terms and conditions of this Agreement.


Claims


Any claim against Safeware other than warranty claims must be made in writing within ten(10) days after delivery and must state the factual basis for such claim. Failure to make any such claim within ten (10) days of receipt of shipment shall constitute acceptance of the goods and waiver of any and all claims with respect to such shipment. Purchaser agrees that warranty claims shall be barred unless asserted by Purchaser by the commencement of an action within 12 months after delivery of the goods. All provisions of this Agreement relating to warranties,remedies and claims shall survive any termination of this Agreement however arising.


Warranties


SAFEWARE MAKES NO WARRANTY EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY AS TO MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE, CONCERNING GOODSS OLD HERE UNDER.
Purchasers' sole remedy with respect to defective goods purchased here under shall be limited to pursuing warranty claims against the manufacturers of such goods. Safeware hereby assigns to Purchaser all rights and warranty claims which it may have against the manufacturers of goods sold by it hereunder. Safeware further agrees to use reasonable efforts to cooperate with the Purchaser to obtain from such manufacturers, in accordance with such manufacturers' customary practices, the repair or replacement of any goods which are defective in workmanship or material. With respect to goods modified by Safeware at Purchaser's request, Safeware shall have no liability whatsoever in the event that such goods' manufacturers' warranties are voided as a result of such modification


Sales Representative


No Safeware sales representative or other employee who is not an officer or manager of Safeware shall have authority to change or waive any of the terms and conditions of this Agreement.


Waiver of Jury Trial


In the event of litigation relating to this Agreement or the goods sold here under, Purchaser hereby agrees, to the extent permitted by law, to waive any right that it may have to a jury trial on any and all issues that may be raised in such litigation.


No Waiver


Nothing contained herein shall be construed to limit or waive any right or remedy of Safeware under applicable federal, state, or local laws


Severability


The invalidity of any provision of this Agreement shall not invalidate or render unenforceable any other provision of this Agreement.


Entire Agreement and Modification


This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof, and is intended as a complete and exclusive statement of the terms and conditions of that agreement (any prior agreement being superseded by this Agreement and such prior agreements are hereafter null and void). This Agreement may not be modified, rescinded, or terminated orally, and no modification, revision,termination or attempted waiver of any of the terms, provisions or conditions hereof (including this paragraph) shall be valid unless in writing, supported by consideration, and signed by the party against whom the same is sought to be enforced.


Governing Law


All orders are subject to acceptance by Safeware in Maryland and this Agreement shall in all respects be governed by and construed under the laws of the State of Maryland.