Terms
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Terms & Condition
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1. INTRODUCTION.
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.
2. VARIOUS SERVICES.
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.
3. 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 service 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.
4. 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.
5. PRIVACY.
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.
6. OWNERSHIP.
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.
7. 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.
8. 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.
9. INDEMNITY.
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.
10. TERMINATION.
a. By You. You may terminate this Agreement upon at least thirty (30)
days written notice to www.plasmacomp.com for any reason.
b. 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 our sole discretion that you have violated the www.plasmacomp.com
Terms of Use Policy, 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.
c. 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.
d. 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.
11. 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.
12. 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.
13. 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.
14. AGENTS.
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.
15. RESERVED
16. 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).
17. NOTICES AND ANNOUNCEMENTS.
(a) 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.
18. SEVERABILITY.
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 and effect.
19. 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.
20. 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.
21. 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). b. Reserved.
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.
22. 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.
23. 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.
24. WAIVER.
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.
25. 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 jurisdiction.
26. 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.
27. 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.
28. HEADINGS.
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.
29. SURVIVAL.
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. |
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