In this Service Agreement ("Agreement"), "you" and "your" refer to each customer
("Customer") and its agents, including each person listed in your account information
as being associated with your account, and "we", "us" and "our" refer collectively
to Plasma Computing Group Inc. and its wholly-owned subsidiaries ("www.plasmacomp.com").
This Agreement explains our obligations to you, and your obligations to us in relation
to the www.plasmacomp.com service(s) you purchase. By purchasing or otherwise applying
for www.plasmacomp.com service(s), you agree to establish an account with us for
such services. When you use your account or permit someone else to use your account
to purchase or otherwise acquire access to additional www.plasmacomp.com service(s)
or to modify or cancel your www.plasmacomp.com service(s) (even if we were not notified
of such authorization), this Agreement as amended covers any such service or actions.
Additionally, you agree that each person listed in your account information as being
associated with your account for any services provided to you (including, but not
limited to, domain name registration services) is your agent with full authority
to act on your behalf with respect to such services in accordance with the permissions
granted, and that the Primary Contact and Account Administrative Contact for your
account shall have the authority, without limitation, to terminate, transfer (where
transfer is permitted by the Agreement), or modify such services or your account
information, or purchase additional services. Any acceptance of your application(s)
or requests for our services and the performance of our services will occur at our
offices in Dallas, Texas, the location of our principal places of business. Except
as otherwise expressly set forth in this Agreement, you agree that if you list,
directly or by default, www.plasmacomp.com as a contact for your account and/or
any of the services in your account, we have the right, without notice, to remove
our name and/or information from any such account or service and to replace the
same with the name and/or information provided by you for any other contact associated
with that account or service.
Sections 1 through 29 apply to any and all www.plasmacomp.com services that you
purchase. The terms and conditions set forth in the Schedules of this Agreement
apply only to customers who have purchased www.plasmacomp.com services referenced
in those Schedules. In the event of any inconsistency between the terms of Sections
1 through 29 and the terms of the Schedules, the terms of the Schedules shall control
with regard to the applicable www.plasmacomp.com service. IMPORTANT NOTICE CONCERNING
BUNDLED SERVICES: If you purchase www.plasmacomp.com services that are sold together
as a "bundled" package (e.g., you select a Web Site package that includes both a
domain name and a www.plasmacomp.com Web Site, as opposed to your purchasing such
services separately), termination of any part of the services will result in termination
of all www.plasmacomp.com services provided as part of the bundled package. Please
see Section 10(d) of this Agreement for more information. You acknowledge and agree
that some or all of the services you purchase or receive from us may be provided
by one or more vendors, contractors or affiliates selected by www.plasmacomp.com
in its sole discretion.
- FEES, PAYMENT AND TERM OF SERVICE.
As consideration for the services you purchased, you agree to pay www.plasmacomp.com
the applicable service(s) fees set forth on our Web site at the time of your selection,
or, if applicable, upon receipt of your invoice from www.plasmacomp.com. All fees
are due immediately and are non-refundable, except as otherwise expressly noted
in one or more of the Schedules to this Agreement. Customers who purchase Service(s)
through outbound telemarketing and request cancellation of Service(s) within fourteen
(14) days of purchase are entitled to a refund of all fees. Unless otherwise specified
herein or on our Web site, each www.plasmacomp.com services like
web design in Dallas,
web development in Dallas is for a one-year initial term and renewable
thereafter for successive one to ten-year terms, as set forth during the renewal
process. Any renewal of your services with us is subject to our then current terms
and conditions, including, but not limited to, successful completion of any applicable
authentication procedure, and payment of all applicable service fees at the time
of renewal and in the case of domain name re-registration, the domain name registry's
acceptance of your domain name registration. Except with respect to service to which
you subscribe on a monthly basis, we will endeavor to provide you notice prior to
the renewal of your services at least fifteen (15) days in advance of the renewal
date. Additional payment terms may apply to the www.plasmacomp.com services you
purchase, as set forth in the applicable Schedules to this Agreement. We may provide
you with an opportunity to "opt in" to our automatic renewal process in accordance
with the instructions (and subject to your agreement to the terms and conditions
pertaining to that process) on our Web site. You agree that if you use of our auto-renew
service, we will attempt to renew your service approximately sixty (60) days prior
to its expiration , for the same term then-currently in place for the service, and
at the then-current price for the service. You acknowledge and agree that the renewal
price may be higher or lower than the price you paid for the then-current term of
the service, and that we are authorized to charge your credit card on file for the
renewal of the service(s). In any event, you are solely responsible for the credit
card information you provide to www.plasmacomp.com and must promptly inform www.plasmacomp.com
of any changes thereto (e.g., change of expiration date or account number). In addition,
you are solely responsible for ensuring the services are renewed. www.plasmacomp.com
shall have no liability to you or any third party in connection with the renewal
as described herein, including, but not limited to, any failure or errors in renewing
the services. In order to process a renewal under our auto-renew service, we may
use third-party vendors for the purpose of updating the expiration date and account
number of your credit card on file. Such third-party vendors maintain relationships
with various credit card issuers and may be able to provide us with the updated
expiration date and account number for your credit card by comparing the information
we have on file with the information the third-party has on file. By selecting our
auto-renew service, you acknowledge and agree that we may share your credit card
information with such a third-party vendor for the purpose of obtaining any update
to your credit card expiration date and account number. You agree to pay all value
added, sales and other taxes (other than taxes based on www.plasmacomp.com income)
related to www.plasmacomp.com services or payments made by you hereunder. All payments
of fees for www.plasmacomp.com services shall be made in U.S. dollars. Set up fees,
if any, will become payable on the applicable effective date for the applicable
www.plasmacomp.com services. All sums due and payable that remain unpaid after any
applicable cure period herein will accrue interest as a late charge of 1.5% per
month or the maximum amount allowed by law, whichever is less.
- ACCURATE INFORMATION.
You agree to: (1) provide certain true, current, complete and accurate information
about you as required by the application process; and (2) maintain and update according
to our modification procedures the information you provided to us when purchasing
our services as needed to keep it current, complete and accurate. We rely on this
information to send you important information and notices regarding your account
and our services. You agree that www.plasmacomp.com (itself or through its third
party service providers) is authorized, but not obligated, to use Coding Accuracy
Support System (CASS) certified software and/or the National Change of Address program
(and/or such other systems or programs as may be recognized by the United States
Postal Service or other international postal authority for updating and/or standardizing
address information) to change any address information associated with your account
(e.g., registrant address, billing contact address, etc.), and you agree that www.plasmacomp.com
may use and rely upon any such changed address information for all purposes in connection
with your account (including the sending of invoices and other important account
information) as though such changes had been made directly by you.
Our privacy statement, (a) for Web sites and/or value added services purchased through
www.www.plasmacomp.com is located on our Web site at http://www.www.plasmacomp.com/Privacy.aspx
and is incorporated herein by reference, as it is applicable to such Web site purchases
(other services purchased through www.www.plasmacomp.com, including, but not limited
to, domain name registrations, are covered by the privacy statement set forth on
our Web site. The applicable privacy statement sets forth your and our rights and
responsibilities with regard to your personal information. You agree that we, in
our sole discretion, may modify our privacy statement. We will post such revised
statement on our Web site at least thirty (30) calendar days before it becomes effective.
You agree that, by using our services after modifications to the privacy statement
become effective, you have agreed to these modifications. You acknowledge that if
you do not agree to any such modification, you may terminate this Agreement. We
will not refund any fees paid by you if you terminate your Agreement with us except
as otherwise expressly provided in one or more of the Schedules attached hereto.
We will not process the personal data that we collect from you in a way incompatible
with the purposes and other limitations described in our privacy statement. You
represent and warrant that you have provided notice to, and obtained consent from,
any third party individuals whose personal data you supply to us as part of our
services with regard to: (i) the purposes for which such third party's personal
data has been collected, (ii) the intended recipients or categories of recipients
of the third party's personal data, (iii) which parts of the third party's data
are obligatory and which parts, if any, are voluntary; and (iv) how the third party
can access and, if necessary, rectify the data held about them. You further agree
to provide such notice and obtain such consent with regard to any third party personal
data you supply to us in the future. We are not responsible for any consequences
resulting from your failure to provide notice or receive consent from such individuals
nor for your providing outdated, incomplete or inaccurate information.
Except as otherwise set forth herein, all right, title and interest in and to all,
(i) registered and unregistered trademarks, service marks and logos; (ii) patents,
patent applications, and patentable ideas, inventions, and/or improvements; (iii)
trade secrets, proprietary information, and know-how; (iv) all divisions, continuations,
reissues, renewals, and extensions thereof now existing or hereafter filed, issued,
or acquired; (v) registered and unregistered copyrights including, without limitation,
any forms, images, audiovisual displays, text, software and (vi) all other intellectual
property, proprietary rights or other rights related to intangible property which
are used, developed, comprising, embodied in, or practiced in connection with any
of the www.plasmacomp.com services identified herein ("www.plasmacomp.com Intellectual
Property Rights") are owned by www.plasmacomp.com or its licensors, and you agree
to make no claim of interest in or ownership of any such www.plasmacomp.com Intellectual
Property Rights. You acknowledge that no title to the www.plasmacomp.com Intellectual
Property Rights is transferred to you, and that you do not obtain any rights, express
or implied, in the www.plasmacomp.com or its licensors' service, other than the
rights expressly granted in this Agreement. To the extent that you create any Derivative
Work (any work that is based upon one or more preexisting versions of a work provided
to you, such as an enhancement or modification, revision, translation, abridgement,
condensation, expansion, collection, compilation or any other form in which such
preexisting works may be recast, transformed or adapted) such Derivative Work shall
be owned by www.plasmacomp.com and all right, title and interest in and to each
such Derivative Work shall automatically vest in www.plasmacomp.com. www.plasmacomp.com
shall have no obligation to grant you any right in any such Derivative Work.
- EXCLUSIVE REMEDY.
TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR
EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY www.plasmacomp.com
SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT
IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF
THIS AGREEMENT. IN NO EVENT SHALL www.plasmacomp.com, ITS LICENSORS AND CONTRACTORS
(INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE
SUBSCRIPTION SERVICE FOR WEBSITES FROM www.plasmacomp.com) BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF www.plasmacomp.com HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT
PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN www.plasmacomp.com'S
LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. www.plasmacomp.com
and its licensors and contractors disclaim any and all loss or liability resulting
from, but not limited to:
(1) loss or liability resulting from access delays or access interruptions;
(2) loss or liability resulting from data non-delivery or data mis-delivery;
(3) loss or liability resulting from acts of god;
(4) loss or liability resulting from the unauthorized use or misuse of your account
number, password or security authentication option;
(5) loss or liability resulting from errors, omissions, or misstatements in any
and all information or service(s) provided under this agreement;
(6) loss or liability relating to the deletion of or failure to store e-mail messages;
(7) loss or liability resulting from the development or interruption of your web
site or your www.plasmacomp.com web site;
(8) loss or liability from your inability to use our e-mail service, web site manager
service or any component of the subscription service (for websites from www.plasmacomp.com);
(9) loss or liability that you may incur in connection with our processing of your
application for our services, our processing of any authorized modification to your
domain name record or your agent's failure to pay any fees, including the initial
registration fee or reregistration fee;
(10) loss or liability as a result of the application of our dispute policy; or
(11) loss or liability relating to limitations, incompatibilities, defects, or other
problems inherent in xml, xkms, or any other standard not under www.plasmacomp.com
sole control. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR
SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE
OR SUCH CLAIM SHALL BE FOREVER BARRED.
- DISCLAIMER OF WARRANTIES.
YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS SOLELY AT
YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS IS," AND
"AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS
EXPRESSLY DISCLAIM 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. NEITHER www.plasmacomp.com NOR OUR LICENSORS MAKE
ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR
THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO
WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR
DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL
AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED
THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH
OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY
ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS
AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.
You agree to release, indemnify, defend and hold harmless www.plasmacomp.com and
any of our (or their) contractors, agents, employees, officers, directors, shareholders,
affiliates and assigns from all liabilities, claims, damages, costs and expenses,
including reasonable attorneys' fees and expenses, relating to or arising out of
(a) this Agreement or the breach of your warranties, representations and obligations
under this Agreement, (b) the www.plasmacomp.com services or your use of such services,
including without limitation infringement or dilution by you, or someone else using
our service(s) from your computer, (c) any intellectual property or other proprietary
right of any person or entity, (d) a violation of any of our operating rules or
policies relating to the service(s) provided, (e) any information or data you supplied
to www.plasmacomp.com, including, without limitation, any misrepresentation in your
application, if applicable, (f) the inclusion of meta-tags or other elements in
any website created for you or by you via the www.plasmacomp.com services, or (g)
any information, material, or services available on your licensed www.plasmacomp.com
Web Site . When we are threatened with suit or sued by a third party, we may seek
written assurances from you concerning your promise to indemnify us; your failure
to provide those assurances may be considered by us to be a material breach of this
Agreement. We shall have the right to participate in any defense by you of a third-party
claim related to your use of any of the www.plasmacomp.com services, with counsel
of our choice at our own expense. We shall reasonably cooperate in the defense at
your request and expense. You shall have sole responsibility to defend us against
any claim, but you must receive our prior written consent regarding any related
settlement. The terms of this paragraph will survive any termination or cancellation
of this Agreement.
- By You. You may terminate this Agreement upon at least thirty (30) days written
notice to www.plasmacomp.com for any reason.
- By Us. We may terminate this Agreement or any part of the www.plasmacomp.com services
at any time in the event you breach any obligation hereunder, fail to respond within
ten (10) calendar days to an inquiry from us concerning the accuracy or completeness
of the information referred to in Section 4 of this Agreement, if we determine in
which is located on our Web site at http://www.www.plasmacomp.com/terms.aspx and
is incorporated herein and made part of this Agreement by reference, or upon thirty
(30) days prior written notice if we terminate or significantly alter a product
or service offering.
- Effect of Termination. Except as otherwise expressly set forth herein or on our
Web site, www.plasmacomp.com will cease charging your credit card, if applicable,
for any monthly service fees as of the expiration of the monthly billing cycle in
which the termination is effective. Unless otherwise specified in writing by www.plasmacomp.com,
you will not receive any refund for payments already made by you as of the date
of termination, and, you may incur additional fees (in the case of a monthly or
annual subscription being paid over time, as provided in various Schedules below).
If termination of this Agreement is due to your default hereunder, you shall bear
all costs of such termination, including any reasonable costs www.plasmacomp.com
incurs in closing your account. You agree to pay any and all costs incurred by www.plasmacomp.com
in enforcing your compliance with this Section. Upon termination, you shall destroy
any copy of the materials licensed to you hereunder and referenced herein. You agree
that upon termination or discontinuance for any reason, we may delete all information
related to you on the www.plasmacomp.com service, if applicable. In addition to
the terms set forth herein, certain www.plasmacomp.com services may have additional
terms regarding termination, which are set forth in the applicable Schedule.
- Effect of Termination of Bundled Services. In addition to the terms set forth in
subsection 10(c) above, if you purchase www.plasmacomp.com services which are sold
together as part of a "bundled" package of services, any termination relating to
such bundle will terminate all www.plasmacomp.com services included in such bundle.
For instance, any domain name registered with or maintained by www.plasmacomp.com
under this Agreement (but not including any domain names you may have registered,
either with www.plasmacomp.com or a third-party registrar, separately and not as
part of a bundled service) will be cancelled and may thereafter be available for
registration by another party. Upon the effective date of termination, www.plasmacomp.com
will no longer provide the bundled services to you, any licenses granted you shall
immediately terminate, and you shall cease using such services immediately; provided,
however, that we may, in our sole discretion and subject to your agreeing to be
bound by the applicable agreement(s) and to pay the applicable fees, allow you to
convert certain services included in the bundled services to stand alone services.
- REPRESENTATIONS AND WARRANTIES.
You agree and warrant that: (i) neither your registration nor use of the any of
the www.plasmacomp.com services nor the manner in which you intend to use such www.plasmacomp.com
services will directly or indirectly infringe the legal rights of a third party,
(ii) you have all requisite power and authority to execute this Agreement and to
perform your obligations hereunder, (iii) you have selected the necessary security
option(s) for your domain name registration record, (iv) you are of legal age to
enter into this Agreement (or you are at least 13 years of age and have your parents'
permission to apply for services hereunder); and (vi) you agree to comply with all
applicable laws and regulations.
- MODIFICATIONS TO AGREEMENT.
Except as otherwise provided in this Agreement, you agree, during the term of this
Agreement, that we may: (1) revise the terms and conditions of this Agreement; and/or
(2) change part of the services provided under this Agreement at any time. Any such
revision or change will be binding and effective 30 days after posting of the revised
Agreement or change to the service(s) on www.plasmacomp.com Web sites, or upon notification
to you by e-mail or United States mail. You agree to periodically review our Web
sites, including the current version of this Agreement available on our Web sites,
to be aware of any such revisions. If you do not agree with any revision to the
Agreement, you may terminate this Agreement at any time by providing us with notice.
Notice of your termination will be effective on receipt and processing by us. Any
fees paid by you if you terminate your Agreement with us are nonrefundable, except
as expressly noted otherwise in one or more of the Schedules to this Agreement,
but you will not incur any additional fees. By continuing to use www.plasmacomp.com
services after any revision to this Agreement or change in service(s), you agree
to abide by and be bound by any such revisions or changes. We are not bound by nor
should you rely on any representation by (i) any agent, representative or employee
of any third party that you may use to apply for our services; or in (ii) information
posted on our Web site of a general informational nature. No employee, contractor,
agent or representative of www.plasmacomp.com is authorized to alter or amend the
terms and conditions of this Agreement.
- ACCOUNT ACCESS.
To access or use the www.plasmacomp.com services or to modify your account, you
may be required to establish an account and obtain a login name, account number,
password and/or passphrase. You authorize us to process any and all account transactions
initiated through the use of your password and/or passphrase. You are solely responsible
for maintaining the confidentiality of your password and passphrase. You must immediately
notify us of any unauthorized use of your password or passphrase, and you are responsible
for any unauthorized activities, charges and/or liabilities made through your password
or passphrase. In no event will we be liable for the unauthorized use or misuse
of your login name, account number, password or passphrase. You agree that we may
log off any account that is inactive for an extended period of time.
You agree that, if your agent, (e.g., your Primary Contact or Account Administrative
Contact, Internet Service Provider, employee) purchased our service(s) on your behalf,
you are nonetheless bound as a principal by all terms and conditions herein, including
the domain name dispute policy. Your continued use of our services ratifies any
unauthorized actions of your agent. By using your login name, account number or
password, or otherwise purporting to act on your behalf, your agent certifies that
he or she is authorized to apply for our services on your behalf, that he or she
is authorized to bind you to the terms and conditions of this Agreement, that he
or she has apprised you of the terms and conditions of this Agreement, and that
he or she is otherwise authorized to act on your behalf. In addition, you are responsible
for any errors made by your agent.
- RIGHT OF REFUSAL.
We, in our sole discretion, reserve the right to refuse to register your chosen
domain name, issue you a digital certificate, or register you for other www.plasmacomp.com
service(s), or to delete your chosen domain name within the first thirty (30) calendar
days from receipt of your payment for such services. In the event we do not register
your chosen domain name, issue you a digital certificate, or register you for other
www.plasmacomp.com service(s), or we delete your chosen domain name or other www.plasmacomp.com
service(s) within such thirty (30) calendar day period, we agree to refund any applicable
fee(s) you have paid. You agree that we shall not be liable to you for loss or damages
that may result from our refusal to register your chosen domain name, refusal to
issue a digital certificate, the deletion of your chosen domain name or refusal
to register you for other www.plasmacomp.com service(s).
- NOTICES AND ANNOUNCEMENTS.
Except as expressly provided otherwise herein, all notices to www.plasmacomp.com
shall be in writing and delivered via overnight courier or certified mail, return
receipt requested to www.plasmacomp.com, Attention: Legal Department, 5001 LBJ Freeway
Suite 700 Dallas, Texas 75244. All notices to you shall be delivered to your mailing
address or e-mail address as provided in your account information (as updated by
you pursuant to this Agreement) or to any e-mail address associated with your domain
name registration(s) with www.plasmacomp.com. (b) You authorize us to contact you
as our customer via telephone, at the number provided by you in your account information
(as updated by you pursuant to this Agreement), which telephone number is incorporated
herein by reference, e-mail or postal mail regarding information that we deem is
of potential interest to you. Notices and announcements may include commercial e-mails,
telephone solicitations and other notices describing changes, upgrades, new products
and services or other information pertaining to Internet security or to enhance
your identity on the Internet and/or other relevant matters.
You agree that the terms of this Agreement are severable. If any term or provision
is declared invalid or unenforceable, in whole or in part, that term or provision
will not affect the remainder of this Agreement; this Agreement will be deemed amended
to the extent necessary to make this Agreement enforceable, valid and, to the maximum
extent possible consistent with applicable law, consistent with the original intentions
of the parties; and the remaining terms and provisions will remain in full force
- ENTIRE AGREEMENT.
You agree that this Agreement, the rules and policies incorporated by reference
in this Agreement (including, without limitation, the dispute policy and the privacy
statement) are the entire, complete and exclusive agreement between you and us regarding
our services and supersede all prior agreements and understandings, whether written
or oral, or whether established by custom, practice, policy or precedent, with respect
to the subject matter of this Agreement, including, without limitation, any purchase
order provided by you for the services.
- ASSIGNMENT AND RESALE.
Except as otherwise set forth herein, your rights under this Agreement are not assignable
or transferable. Any attempt by your creditors to obtain an interest in your rights
under this Agreement, whether by attachment, levy, garnishment or otherwise, renders
this Agreement voidable at our option. You agree not to reproduce, duplicate, copy,
sell, resell or otherwise exploit for any commercial purposes any of the services
(or portion thereof) without www.plasmacomp.com prior express written consent.
- GOVERNING LAW.
a. You and www.plasmacomp.com agree that this Agreement and any disputes hereunder
shall be governed in all respects by and construed in accordance with the laws of
the Commonwealth of Texas, United States of America, excluding its conflict of laws
rules. You and we each agree to submit to exclusive subject matter jurisdiction,
personal jurisdiction and venue of the United States District Court for Dallas County,
Dallas Texas for any disputes between you and www.plasmacomp.com under, arising
out of, or related in any way to this Agreement (whether or not such disputes also
involve other parties in addition to you and www.plasmacomp.com).
c. The parties hereby waive any right to jury trial with respect to any action brought
in connection with this Agreement.
d. The application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded.
- AGREEMENT TO BE BOUND.
By applying for a www.plasmacomp.com service(s) through our online application process
or otherwise, or by using the service(s) provided by www.plasmacomp.com under this
Agreement, you acknowledge that you have read and agree to be bound by all terms
and conditions of this Agreement and documents incorporated by reference.
- INDEPENDENT PARTIES.
Neither party nor their employees, consultants, contractors or agents are agents,
employees or joint ventures of the other party, and they do not have any authority
to bind the other party by contract or otherwise to any obligation. Each party shall
ensure that the foregoing persons shall not represent to the contrary, either expressly,
implicitly, by appearance or otherwise.
No waiver of any provision of this Agreement shall be effective unless it is in
writing and signed by an authorized representative of www.plasmacomp.com. The remedies
of www.plasmacomp.com under this Agreement shall be cumulative and not alternative,
and the election of one remedy for a breach shall not preclude pursuit of other
remedies. The failure of a party, at any time or from time to time, to require performance
of any obligations of the other party hereunder shall not affect its right to enforce
any provision of this Agreement at a subsequent time, and the waiver of any rights
arising out of any breach shall not be construed as a waiver of any rights arising
out of any prior or subsequent breach.
- EXPORT RESTRICTIONS.
You acknowledge and agree that you shall not import, export, or re-export directly
or indirectly, any commodity, including your products incorporating or using any
www.plasmacomp.com services in violation of the laws and regulations of any applicable
- U.S. Government Users.
In the event any software is provided by www.plasmacomp.com to a U.S. Government
User, the software and accompanying documentation which are used as part of the
www.plasmacomp.com service are "commercial items," as such terms are defined at
48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sep
1995) and is provided to the U.S. Government only as a commercial end item. Consistent
with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all
U.S. Government entities acquiring the use of the Service and accompanying documentation
shall have only those rights set forth herein.
- FORCE MAJEURE.
Neither party shall be deemed in default hereunder, nor shall it hold the other
party responsible for, any cessation, interruption or delay in the performance of
its obligations hereunder due to earthquake, flood, fire, storm, natural disaster,
act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided
that the party relying upon this section (i) shall have given the other party written
notice thereof promptly and, in any event, within five (5) days of discovery thereof
and (ii) shall take all steps reasonably necessary under the circumstances to mitigate
the effects of the force majeure event upon which such notice is based; provided
further, that in the event a force majeure event described in this Section extends
for a period in excess of thirty (30) days in the aggregate, www.plasmacomp.com
may immediately terminate this Agreement.
The section headings appearing in this Agreement are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or extent
of such section or in any way affect such section.
In the event this Agreement terminates as provided herein, Sections 1, 2, 3, 6,
7, 8, 9, 10(c), 10(d), 14, and 17 through 29 of this Agreement shall survive such
expiration or termination.