Corporation – Online Data Services Site
Terms and Conditions
1. Introduction & Acceptance:
Welcome to DeFelsko Corporation’s Online Data Services Site (the “Site”). Your registration for, access to and use of the Site is subject to and expressly conditioned on your acceptance of all terms and conditions contained in the DeFelsko Corporation – Terms and Conditions available at http://www.defelsko.com/terms (“Standard Terms and Conditions”), the terms and conditions included in this DeFelsko Corporation – Online Data Services Terms and Conditions (“Agreement”), and all applicable terms and conditions of the web host for the Site. The web host’s terms and conditions are set forth below in Paragraph 9. To the extent there are any inconsistencies between the Standard Terms and Conditions, the web host’s terms and conditions, and this Agreement, this Agreement shall govern.
2. Conditions of Use:
DeFelsko has made the Site available only as a convenience to its customers for storage of and access to customers’ data. Use of the Site is voluntary and at the sole discretion and risk of the user. DeFelsko reserves the right to terminate your access to and use of the Site and remove you from the Site at any time for any reason. DeFelsko reserves the right to alter, suspend or terminate the Site at any time without prior notice to you. You agree that DeFelsko shall not be liable to you or to any third party for terminating your use of the Site or for any modification, suspension or discontinuance of the Site.
3. Registration; Security:
You must register to access and use the Site by creating a username and password. You are responsible for maintaining the confidentiality of your username and password and you are fully responsible for all activities that occur under your account. To protect the security of your information and accounts, you agree to log out of the Site and close your browser session when you are finished using the Site.
DeFelsko is committed to your privacy and strives to protect the personal and confidential information of those who use the Site, however, the Site does not use encryption-based technologies. No data transmission over the Internet, even if encrypted, can be guaranteed to be completely secure, and we cannot and do not ensure or warrant the security of any information you transmit or receive through the Site.
DeFelsko may collect information about you, which may include personal information provided through your voluntary registration for and your access to and use of the Site. You authorize us to collect such personal information about you and use such personal information for purposes of providing you with information about products and services offered by DeFelsko. Except where required by law, DeFelsko will not share or sell any personal information about you to any third party.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE, AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DEFELSKO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE.
Assumption of Risk; Waiver; Release; Covenant Not to Sue and
You acknowledge and agree that you are aware that registration for, access to and use of the Site has many inherent risks, including without limitation, risks relating to loss, corruption or unavailability of data; technical malfunctions; delays in operation; failed, unavailable or damaged hardware, network or software; unauthorized access to secure data; and other risks that may not even be presently foreseeable. In consideration of DeFelsko permitting you to register for, access and use the Site, you hereby freely and voluntarily accept and fully assume all such risks, and the possibility of any and all losses and damages resulting therefrom.
You further: (A) RELEASE ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, AND PROCEEDINGS (WHETHER CIVIL, CRIMINAL, OR ADMINISTRATIVE) AND ALL LIABILITIES, LOSSES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), COSTS, OR DAMAGES THAT YOU HAVE OR MAY HAVE IN THE FUTURE AGAINST DEFELSKO OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR CONTRACTORS (COLLECTIVELY, THE “RELEASEES”), WAIVE ALL SUCH CLAIMS AND AGREE NOT TO BRING ANY ACTION OR SUE ANY OR ALL OF THE RELEASEES FOR SUCH CLAIMS, DEMANDS, ACTIONS, SUITS, AND PROCEEDINGS (WHETHER CIVIL, CRIMINAL, OR ADMINISTRATIVE) AND ALL LIABILITIES, LOSSES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), COSTS, OR DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF YOUR REGISTRATION FOR AND/OR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO CLAIMS, DEMANDS, ACTIONS, SUITS, AND PROCEEDINGS (WHETHER CIVIL, CRIMINAL, OR ADMINISTRATIVE) AND ALL LIABILITIES, LOSSES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), COSTS, OR DAMAGES ARISING OUT OF THE ACTUAL OR ALLEGED NEGLIGENT ACTS OR OMISSIONS OF ANY OR ALL OF THE RELEASEES; (B) AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE RELEASEES FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO AND DAMAGES, LOSSES, JUDGMENTS OR OTHER LIABILITIES TO THE PROPERTY OR DATA OF ANY PARTY, RESULTING FROM YOUR REGISTRATION FOR, ACCESS TO, USE OF, AND/OR INABILITY TO USE, THE SITE; AND (C) AGREE THAT IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.
You acknowledge and agree as follows: (a) DeFelsko Corporation does not assume any responsibility for determining the suitability of the Site for you or your ability to use the Site or for any problems or technical malfunctions, errors, omissions, interruptions, deletions, defects, delays in operation, failed or unavailable hardware, network or software, other technical or human errors that may arise relating to the Site, or any causes beyond DeFelsko’s reasonable control that jeopardize the administration, security or availability of the Site; (b) you are solely responsible for and have made an independent judgment to use the Site; (c) you have read, understand and fully agree to the terms of this Agreement, and that you voluntarily wish to register for, access and use the Site subject to terms and conditions stated in this Agreement; and (d) by agreeing to the terms and conditions of this Agreement, you are waiving certain legal rights which you and/or your successors, heirs, executors, personal representatives and assigns may have against the Releasees.
7. Limitation of Liability:
IN NO EVENT SHALL THE RELEASEES BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, CUSTOMERS, DATA, COMPUTER HARDWARE AND SOFTWARE, OR GOODWILL, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, OR TORT, ARISING FROM YOUR REGISTRATION FOR, ACCESS TO, USE OF, OR INABILITY TO USE, THE SITE.
DeFelsko reserves the right to modify this Agreement at any time without prior notice, and such modification shall be effective immediately upon posting on the Site. It is your responsibility to review this Agreement periodically and make yourself aware of any modifications. Your continued use of the Site will be deemed to be your conclusive acceptance of the modified Agreement.
9. Web Host’s Terms and Conditions
10. Construction, Assignment and Governing Law:
This Agreement is to be as broad and inclusive as is permitted by the laws of the State of New York, and that if any portion of this Agreement is held invalid, the remaining terms shall continue in full force and effect.
This Agreement shall be binding upon you, as well as your successors, executors, personal representatives, heirs and assigns.
Any question or dispute concerning the construction, validity, interpretation and enforceability of this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law rules. This Agreement is expressly excluded from the provisions of the U.N. Convention on Contracts for the International Sale of Goods (1980).
Failure by DeFelsko to enforce any of its rights under this Agreement at any time does not constitute a waiver of those or any other rights.
12. Entire Agreement:
The Standard Terms and Conditions, the Amazon Terms and this Agreement represent the entire agreement between you and DeFelsko with respect to the Site.