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Terms of Use and Sale

Last revised and effective date: February 21, 2019

Acceptance By You of Terms

This website is provided by ESD Software License Ltd, which may be referred to in these Terms of Use and Sale (as defined below) as "ESD Software License" or "we" or "us", to You, which may be referred to in these Terms of Use and Sale (as defined below) as “You” or “Customer” and includes your employer and/or any of its affiliates, or any other entity on whose behalf you are acting, subject to the following Terms of Use and Sale (these "Terms of Use and Sale"), which may be updated by us from time to time by us in our sole discretion and which you accept by your use of the Site (defined below). We reserve the right to alter these Terms of Use and Sale without advance notice by posting a revised Terms of Use and Sale. You can determine when this Agreement was last revised by checking the "Last revised" legend at the top of these Terms of Use and Sale.

These Terms of Use and Sale apply to your use of and/or purchase of product, service or solution through www.esdsoftwarelicense.com website and any other domains listed from time to time or related to this website, hosted by or on behalf of ESD Software License (individually and collectively, the "Site"). In addition, when using particular features or service(s) provided through the Site, you agree that you are subject to any additional posted guidelines, rules, terms, and conditions applicable to such features or service(s) in addition to these Terms of Sale. All such guidelines, rules, terms, and conditions are hereby incorporated by reference into these Terms of Use and Sale. Notwithstanding the foregoing, any separate master agreement or statement of work covering specific products, services or solutions that is signed by an authorized representative of you and ESD Software License shall govern in the event of any conflict with these Terms of Use and Sale.

PLEASE READ THESE TERMS OF USE AND SALE CAREFULLY BEFORE USING THE SITE AND MAKING ANY PURCHASE THROUGH THE SITE. YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO ABIDE BY THESE TERMS OF USE AND SALE.

The Site may not be available at all times or in all areas. We may permit you to register for services, and/or deny service to you, at any time and in our sole discretion, including without limitation, in the event you do not adhere to the Rules of Conduct set forth below. To the fullest extent permissible under applicable law, We reserve the right to, at any time: (a) modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice; (b) charge fees for the use of the Site; and/or (c) modify or waive any fees charged in connection with the Site. To the fullest extent permissible under applicable law, You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, or of any Content or Service (as defined below). Your continued use of the Site after any such changes will indicate your acceptance of such changes.

Any questions about the meaning or application of these Terms of Use and Sale should be directed to us by email.

Description of the Content and Services

We provide users of the Site with access to certain content concerning us and our product, service and solution offerings, including without limit descriptions, contact information, links, and other specialized content (collectively, the "Content"), opportunities to contact us or third parties; and other features and services (all of the foregoing, collectively with the Content, the "Site Services"). All new features made available through the Site that were not made available as of the "Last Revised" date above shall automatically become subject to these Terms of Use and Sale.

Through the Site, you can browse, purchase, download and access business and consumer software, e-book, and related digital products and content, including Add-On Products ("Applications"). "Add-On Products" are digital products, such as additional or enhanced functionality or subscription access to content or services, that are intended to be accessed or used within certain Applications. Applications include any client software used to access the Application, any content, documentation, ads, services, technology, data and other digital materials included in or made available through an Application (including after you download or initially access it), and through any updates and other changes and versions of the Application. Some Applications are available for download to your computer or other local device, while other Applications are hosted on servers and are made available for use over the internet ("Online Applications"). The party that provides an Application to us for distribution is the "Publisher" of the Application. Most of the Applications we make available through the Site are licensed to you by third-party Publishers. We may make some Applications available through the Site at no charge and others for a price, as further described on our Application chapter below. From time to time, we may offer sales, give-aways, rebates, coupons and other promotions in the Site. We may modify or discontinue any of those promotions at any time without notice to you.

Applications

After you order an Application and pay any corresponding price, you may download (if applicable) and access the Application for your personal use. You are responsible for ensuring before purchase that your device meets any minimum system requirements, including any requirement that we make available on the Application detail pages. For some Applications, you will be required to input a license key we make available in order to install or activate the Application. You are responsible for any internet or other connection charges you may incur in connection with your download, access, and use of the Site and any Applications, including any free trial versions.

We may offer free trial and other limited versions of Applications so you can preview Applications prior to purchase. These versions may have limited features, restrict permitted time of use, or contain other limitations.

In order to use or access certain Online Applications or Add-On Products, you may need to have or create an account with the applicable Publisher or other third party. Any information you provide to the Publisher or other third party will be subject to the Publisher's or third party's privacy policy or similar terms, and will not be subject to the ESD Software License Privacy Policy.

Add-On Products are subject to any use, access and other restrictions described on the Add-On Product detail page or otherwise provided in the Agreement. Some Add-On Products are consumable and can be downloaded only once and used on only one device. Not all products and services available for purchase within an Application are Add-On Products. Other than for purchases of Add-On Products, we are not a party to, and have no responsibility for, any payment or purchase transactions you make through an Application. If you purchase an Add-On Product that is a subscription or start a free trial for such a subscription, unless you set your subscription settings so that they do not automatically renew, we may automatically continue your subscription at the then-current subscription price upon expiration of the initial subscription or free trial, as applicable. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-CURRENT SUBSCRIPTION PRICE, USING ANY PAYMENT METHOD WE HAVE ON RECORD FOR YOU. IF YOU CANCEL A SUBSCRIPTION WITH AN EARLY TERMINATION FEE, YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE EARLY TERMINATION FEE, USING ANY PAYMENT METHOD WE HAVE ON RECORD FOR YOU. We may terminate a subscription at any time, and if we terminate a subscription before the end of its term, you will receive a prorated refund based on the time remaining in the subscription. We reserve the right to change subscription terms and prices from time to time, effective as of the beginning of the next subscription term.

Online Applications are hosted and maintained by the applicable Publisher or another third party. We do not guarantee that any Online Application will be available or remain available to you, and we are not responsible for any downtime of an Online Application.

We may provide age and content ratings for Applications that Publishers or other third parties provide to us or that are based on information Publishers or other third parties provide to us. While we require Publishers to provide accurate information regarding the content of their Applications, we cannot ensure that Application ratings are accurate or that Applications do not include content that is offensive, indecent, or objectionable. We have no liability for Application content that you find to be offensive, indecent, or objectionable.

Applications and Software Licenses

Your use of an Application will be governed by the terms and conditions of an end user license agreement between you and the Publisher or other licensor of the Application (a "EULA"). The Publisher or other licensor has the right to enforce the EULA against you. If you choose not to accept a EULA for an Application, you must not use that Application. This Agreement does not amend or supersede any license or other agreement between you and the Publisher of an Application. ESD Software License is not a party to the EULA for any Application (unless ESD Software License is the Publisher of the Application). If you receive an Application that is not accompanied by a EULA, then Publisher grants to you only a limited license to download (if applicable), access and use the Application for personal purposes, and reserves all other rights. The Applications are protected by copyright and other intellectual property laws and treaties. ESD Software License, Publishers or other licensors own the title, copyright and other intellectual property rights in the Applications, and the Applications are licensed, not sold.

To the fullest extent permissible under applicable law, all software is provided subject to any manufacturer’s license agreement(s) and/or end user agreement(s) that are provided with it. Customer will be bound by all such licenses and/or end user agreements.

Order Acceptance Policy

Orders are not binding on us until accepted by in accordance with these Terms of Use and Sale, including without limit terms applicable to errors and our cancelation rights related thereto, and we reserve the right to accept or decline any order for any reason, and/or to supply less than the quantity ordered of any item without prior notice. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor, to the fullest extent permissible under applicable law, does it constitute confirmation of our offer to sell. Until delivery of goods or performance of services we reserve the right to reject or cancel any order (or any portion thereof to the extent goods remain undelivered or services remain unperformed), for any reason or no reason. We are a reseller to end user customers and do not accept orders from computer dealers, exporters, wholesalers, or others who intend to resell the goods offered by us unless specifically agreed to in a writing signed and delivered to you by an authorized officer of ESD Software License. Customer hereby represents and warrants that it is not purchasing goods for export and/or resale unless pursuant to a separate written Agreement executed and delivered by an authorized officer of ESD Software License. In the event of any export, Customer agrees to comply with all applicable laws and regulations, and shall, to the fullest extent permissible under applicable law, indemnify, defend and hold us harmless from any third party claim arising out of or related to any such export transaction.

All website orders with an individual product quantity over five (5) are subject to review. Please contact us to place large quantity orders.

Systems, Typographic, Photographic and Other Technical Errors

Although we do our best to achieve 100% accuracy, occasionally errors and inaccuracies do occur. Should you encounter an error or inaccuracy, please inform us so it can be corrected. If an error is made and a product is listed at an erroneous price or shown as available when it is not, we may, at our sole discretion, refuse or cancel any such orders processed as a result of such error, to the fullest extent permissible under applicable law. If an order has been confirmed and charged to you at the incorrect price or where the product, service or solution is not available, we reserve the right, in our sole discretion, to promptly issue a credit in the amount of the incorrect price or unavailable product, service or solution.

Prices and Availability

Because of the fast-moving nature of the IT supply industry, prices and availability are subject to change without notice. We are unable to issue price adjustments due to manufacturer price changes after date of original sale. We do our best to provide the most accurate, up-to-date information, but errors do occur and we reserve the right to make changes without notice and to cancel any order we are unable to fill where availability is constrained and/or an order is processed in error. We can inform you when a product or solution is not in stock and can tell you if and/or when we expect the product will be available. Anticipated delivery dates are based upon vendor supplied information and are subject to correction or change.

Purchase Price and Payment

Prices, specifications and availability of goods and services are subject to change without notice. Customer will pay the price established by us for all goods ordered by Customer or using Customer’s account. Full payment shall be made before delivery of the goods, unless otherwise agreed in writing by us. In addition to the purchase price and any shipping costs, Customer will pay all applicable taxes, including but not limited to sales, use, value added, gross receipts, privilege, excise and personal property taxes as well as other similar taxes and/or charges, levied on or measured by the purchase price or sale of goods arising from, furnished, or in connection with the use of the goods and any parts or maintenance supplied or the services rendered. Prices do not, unless otherwise specified, include supplies. To the fullest extent permissible under applicable law, You agree to pay interest on all past-due sums at the lesser of 1.5% per month or the highest rate allowed by applicable law.

Volume Pricing

Volume Pricing Agreements reward our business customers with outstanding competitive pricing for large orders. Based on your purchasing volumes, a customized pricing structure can be developed for each product category. Please contact us for more information about volume pricing agreements.

Promotions, Rebates & Coupons

Promotional pricing is usually applied either at the time of your online purchase, or as a rebate after you receive your product. Check Terms and Conditions for each promotion.

Payment Methods

ESD Software License supports the following payment methods:

  • Paypal
  • Credit Cards: Visa, MasterCard, American Express, Discover, JCB, Diner's Club. We do not charge your credit card for an item until it is shipped. All credit card orders are subject to credit verification and approval. For your protection, credit card orders shipped to an address other than your billing address may require additional verification. Please note cards attached to checking accounts may have longer times and added procedures for verification as well as daily limits.
  • TransferWise
  • Bank transfer: SEPA, IBAN, SWIFT, ACH

Purchase Money Security Interest

To the fullest extent permissible under applicable law, You hereby grant to us a purchase money security interest in all goods purchased hereunder, and in any proceeds thereof, to secure the unpaid purchase price of such goods, if any. Upon request by us you agree to sign any document required to perfect such security interest. Payment in full of an invoice for the total of the purchase price as shown on the invoice shall release the security interest on the invoiced goods.

Deposits

Without limiting any rights or remedies available to us, and to the greatest extent permissible under applicable law, in the event that we accept a deposit from you for goods ordered: (a) if you fail to meet any schedule of payments listed on the invoice, or to complete the purchase for any reason other than for cancellation of goods not delivered, in addition to any other rights at law or in equity, we will have the right to, within one hundred and twenty (120) days of the deposit date, retain all cash, checks and credit card deposits as partial damages; and (b) if Customer chooses to pick up ordered goods rather than ship them, and if Customer fails to pick up ordered goods within two (2) weeks of the posting of the arrival notice from us, you agree to forfeit all cash, check or credit card deposits for the goods.

Right of Offset

At any time that an amount is due to us, we shall have the right, without prior notice, to set off and apply any amounts otherwise owed by us to purchaser, to any amounts owed to us by purchaser, in all cases, to the fullest extent permissible under applicable law.

Delays in Performance

Any delivery times provided by us are estimates only. We shall not be liable for delivery delays, nor shall we be liable for any delay in performance due to unforeseen circumstances or to causes beyond our reasonable control including, but not limited to, acts of nature, acts of government, labor disputes, delays in transportation and delays in delivery or inability of suppliers to deliver.

Returns Policies & Procedures

All purchases of business and consumer software available as Electronic Software Download (ESD), e-book, and related digital products and content, including Add-On Products ("Applications"), are final. We do not accept returns unless indicated otherwise on the Product detail page. All licensing sales are final.

Title & Accessing & Risk of Loss

Once you purchase an Application and we or the Publisher make it available to you, you are responsible for downloading (if applicable) and confirming your ability to access Applications, including retrieving the license key for the Application if applicable, and bear all risk of loss after downloading the Application or retrieving the license key, including any loss due to a computer or hard drive malfunction. If you are unable to complete a download or access an Application, please contact us for assistance. We will usually continue making Applications you have purchased available to you so that you can download additional copies of the Application and retrieve your license key (if applicable), but that is not always the case, and we may limit or disable further downloads of an Application due to licensing restrictions or for other reasons.

Title to software and other licensed items will remain with the applicable licensor(s).

Information Submitted By You Through or In Connection With the Site

Submissions of personal information through or in connection with the Site are governed by our Privacy Policy which is hereby incorporated into these Terms of Use and Sale by this reference. In consideration of your use of the Site and Site Services, you agree, where information is requested, to provide accurate, current and complete information about yourself, to maintain the accuracy and completeness of such information, and to update it promptly in the event of any change. You agree that if any information you provide is false, inaccurate, incomplete or not current, we may terminate your use of the Site and/or the Site Services. To the fullest extent permissible under applicable law, We are not liable for any loss or damage arising from your failure to comply with any or all of the foregoing obligations. As part of the registration process for certain Site Services, you may be asked to select a username and password. We may refuse registration to anyone and/or require additional information prior to accepting any registration, in our sole discretion. Furthermore, we may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, in each case, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site Services or any part of the Content to any third party without our prior written consent. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

Rules of Conduct

While using the Site, you agree to comply with all applicable laws, rules, and regulations. In addition, users of the Site must respect the rights and dignity of others, and your use of the Site is conditioned on your compliance with the following Rules of Conduct. You agree you will not:

  • Transmit or otherwise make available in connection with the Site anything that is or may be: (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right, without the express permission of the owner of such right.
  • Use the Site for any fraudulent or unlawful purpose; or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offense, or that encourages or provides instructional information about illegal or potentially illegal activities.
  • Transmit or otherwise make available any material, non-public information about a company without the proper authorization to do so.
  • Interfere with or violate any other Site visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Site without their express consent.
  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
  • Impersonate any person or entity, including, but not limited to, any agent or representative of ours; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make, without our prior written consent.
  • Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, easter egg, time bomb, web bug, cancelbot, "spyware," or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component.
  • Interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available; or disobey any requirements, procedures, policies, or regulations of such servers or networks.
  • Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site.
  • Transmit or otherwise make available in connection with the Site any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunity, or any other form of solicitation.
  • Sell, license, or exploit for any commercial purposes any use of or access to the Content, Site Services or Site.
  • Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, Site Services, or the Site.
  • Remove any copyright, trademark, or other proprietary rights notice contained in the Content, Site Services, or the Site.
  • Frame or mirror any part of the Site without our prior express written authorization.
  • Use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine, or in any way determine, archive, reproduce, or circumvent the navigational structure or presentation of the Site.
  • Create a database by systematically downloading and storing all or any of the Content from the Site.

Our Proprietary Rights

You acknowledge and agree that the information and materials presented to you on or through the Site, including without limitation the Content and the Site Services, are and shall remain our property or the property of our licensors or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may download one (1) copy of any material publicly available on the Site to any single computer for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices, and subject to all other terms and conditions of these Terms of Use and Sale. Except as expressly authorized in advance by us, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Site Services, that are made available on or through the Site.

You may request, and we may provide, from time to time, certain information which is our confidential information, and which we intend to protect as confidential (“Confidential Information”). Confidential Information includes, but is not limited to, specific proposals, pricing information, technical specifications and modifications to any of the foregoing, which we may provide to you orally or in writing. In addition to the restrictions on the use of any information set forth above, you agree to hold all Confidential Information in strict confidence, not to disclose it to any third party, and to use at least reasonable care to protect its confidentiality and prevent its unauthorized use or disclosure.

Our trade names, trademarks and service marks include without limitation: ESD Software License and any associated logos. All trademarks and service marks on the Site not owned by us are the property of their respective owners. The trade names, trademarks, and service marks owned by us, whether registered or unregistered, may not be used in connection with any product, service or solution that is not offered by us, or in any manner that is likely to cause confusion with customers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks, or service marks without our prior express written permission.

Limitation of Liability and Disclaimer of Warranties Related to Your Use of the Site

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE AND SITE SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SITE AND THE SITE SERVICES, AND ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS THEREOF. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND THE SITE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN PARTICULAR, AND WITHOUT LIMITATION, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, ANY SITE SERVICE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, OR ANY PRODUCTS, SERVICES OR SOLUTIONS ACCESSED, USED, ACQUIRED, OR DISCOVERED THROUGH OR IN CONNECTION WITH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SITE SERVICE IS TO STOP USING THE SITE.

WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE SITE OR ANY SITE SERVICE WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE OR ANY SITE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SITE SERVICE WILL BE ACCURATE, TIMELY, OR RELIABLE; (D) THE QUALITY OF ANY SITE SERVICES ACCESSED OR USED THROUGH OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (F) THE SITE OR THE EQUIPMENT OR NETWORK(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES, BUGS, WORMS, DEFECTS, OR OTHER HARMFUL COMPONENTS.

While we try to maintain the Site's integrity and security (and the integrity and security of the servers on and in connection with which the Site is operated), we do not, to the fullest extent permissible under applicable law, guarantee that the Site will be or remain secure, complete, or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies or errors, or materials that violate or conflict with these Terms of Use and Sale. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of such a situation, please contact us by email with a description of the material(s) at issue, and the location ("URL") where such material(s) appear.

Links

The Site may provide links to other Internet websites and resources. Because we may have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available through such sites or resources. Other websites may provide links to the Site with or without our authorization. We may have no control over the sites that provide links to the Site, and you acknowledge and agree that we do not endorse such sites and are not responsible for any links from those sites to the Site, for any content, advertising, products, or other materials available on or through such other sites, or for any loss or damages caused by using or relying on any such materials. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or inability to use: (a) any sites or resources to which we provide links, or that provide links to the Site; or (b) any content, goods, or services available on or through any such sites or resources. We shall have the right, but not the obligation, at any time and in its sole discretion, to block links to the Site through technological or other means, without prior notice.

Your Representations and Warranties; Indemnity

You represent and warrant that you will comply with all applicable laws in connection with your use of the Site and Site Services. To the fullest extent permissible under applicable law, You agree to defend, indemnify, and hold us and our sponsors, directors, officers, shareholders, licensors, employees, agents, partners, suppliers and representatives harmless, from and against, all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys’ fees) arising out of: (a) your activities in connection with the Site or Site Services; (b) any violation of these Terms of Use and Sale by you; or (c) any allegation that anything you transmit through or in connection with the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party, except to the extent caused by our negligence, recklessness, or intentional misconduct in connection with the site.

Dealings With Third-Party Providers of Goods and Services

Your correspondence or business dealings with, or participation in promotions sponsored by, any third-party advertisers or other third-party providers of goods, services or solutions found on or through the Site, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider. To the fullest extent permissible under applicable law, You agree that we shall not be responsible or liable for any loss or damage of any sort incurred in connection with any such dealings or as the result of the presence of such third parties' materials on the Site.

Termination

You agree that we may, in our sole discretion, and to the fullest extent permissible under applicable law, terminate your use of the Site or any part thereof, at any time and for any reason or no reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use and Sale. You agree that any termination of your access to the Site and/or the Site Services under any provision of these Terms of Use and Sale may be effected without prior notice. Upon termination of these Terms of Use and Sale, your right to use the Site will immediately cease. To the fullest extent permissible under applicable law, We shall not be liable to you or any third party for any termination of your access to the Site or any part thereof.

Filtering

We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

Governing Law and Documentation

Transactions between you and us, and any disputes arising between us related to any interaction between us resulting or connected to your use of the Site or the Site Services or any purchases by you made through the Site or subject to these Terms of Use and Sale, including but not limited to claims relating to the content of any of our catalogs or the Site, shall be governed by and construed in accordance with the laws of SKN without regard to the laws regarding conflicts of law, to the fullest extent permissible under applicable law. If any provision of these Terms of Use and Sale shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and Sale and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and Sale, together with any the policies printed in any of our catalogs or on the Site, as applicable, and any policies, terms or conditions stated on any applicable of our invoices or packing slips, constitute the entire agreement between the parties relating to the subject matter herein, and cannot be modified except in a written agreement signed by both parties and no conflicting purchase order or other document not executed and delivered by an authorized officer shall be deemed to have been accepted by us or to apply to any such matters or transactions.

Jurisdictional Issues

The Site is controlled and operated by us from our principal offices in SKN, and, to the fullest extent permissible under applicable law, is not intended to subject us to the laws or jurisdiction of any state, country or territory other than SKN. To the fullest extent permissible under applicable law, We do not represent or warrant that the Site, Content, or Services, or any aspect thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with local laws. To the fullest extent permissible under applicable law, We may limit the availability of the Site to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion.

Miscellaneous

These Terms of Use and Sale do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. If any provision of these Terms of Use and Sale is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and Sale and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms of Use and Sale without our prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to these Terms of Use and Sale or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms of Use and Sale and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use and Sale to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Information or Complaints

If you have a question or complaint regarding the Site, please send an e-mail to us.