(as of October 2013)
To the extent that the Customer has any other agreements in place with Unify, Inc. (the “Company”, “us” or “we”), including, without limitation, any Agreements for Products and Services, Channel Partner Agreements, or Reseller Agreements (collectively, the “Agreements”), the terms and conditions of the Agreements will also apply to your use and purchase of products from the Websites. In the event of any inconsistency between these Terms and any Agreement, the terms of the Agreement will apply, subject to any order of precedence described therein.
1.1. This Website contains specific information, software and documentation for viewing or downloading in connection with placing an order on the Website.
1.2. We may stop the operation of ot modify the Website in full or in part at any time. Due to the nature of the internet and computer systems, we cannot accept any liability for the continuous availability of the Website. You may also place an order for any of the products available through the Website by contacting us at the phone number provided below in Section 12.
2. User Account
2.1. .In the interest of safety and security of the business transactions that may be conducted via the Website, you will be required to create a password-protected account (“User Account”) in order to use the Website. You shall give accurate information in setting up your User Account, and where such information changes over time, you shall update such information without undue delay. Company shall not be liable for any use of the Website, including any orders placed, that results from inaccurate or outdated user information. Notwithstanding anything in the foregoing to the contrary, you shall ensure that the email address associated with your User Account remains current at all times.
2.2. The Company reserves the right to deny registration to any user, including you. The Company is entitled, at any time and for any reason, to deny you access to your User Account, the Website or any portion thereof.
2.3. If and to the extent you become aware that third parties are misusing your User Account or related data, you shall notify the Company immediately by contacting us at the e-mail address or phone number provided below. After receipt of such notice, the Company will deny access to your User Account. Access will only be restored upon application to the Company by an authorized representative of the Customer, including you.
3. Duties of the User
In accessing or using the Website, you agree not to:
- use any device , software, or other instrument to damage or interfere or attempt to damage or interfere with the proper functioning of the Website;
- violate any intellectual property right or any other proprietary right;
- violate or attempt to violate the Website’s security including, without limitation, by logging on to any User Account for which you are an unauthorized user or uploading any contents containing a virus, so-called Trojan Horse, or any other program or device that could damage data;
- transmit, store or upload hyperlinks or contents which you are not authorized to access, including, without limitation, hyperlinks or contents provided in breach of confidentiality obligations or which are unlawful; or
- distribute advertising or unsolicited e-mails (so-called “spam”) or inaccurate warnings of viruses, defects or similar material or solicit or request the participation in any lottery, snowball system, chain letter, pyramid scheme or similar activity.
4. Access Rights, Licenses and Intellectual Property
4.1. The use of any information, software, documentation or products made available on or in connection with this Website is subject to these Terms in addition to any applicable license terms under the Agreements.
4.2. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable license, which you may not sublicense, to use the Website and your User Account to make use of the services provided therein. This license does not include any resale of the products purchased via or services associated with the Website; any collection of product listings, descriptions or prices; or any use of any data gathering or extraction tools.
4.3. Except in connection with placing an order, none of the Website contents or related information may be copied or distributed without the Company’s prior written consent.
4.4. No information or software related to or on this Website may be distributed to any third party at any time nor may it be rented or in any other way made available. Neither you nor the Customer shall modify any software, documentation or products associated with this Website nor disassemble, reverse engineer or decompile the software or separate any part thereof.
4.5. The information, software, documentation and products available on or in connection with the Website are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. You shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices from any information, software, documentation or products available on or in connection with the Website, nor from any copies thereof.
4.6. Information, brand names, graphics, logos, headers, button icons, scripts and service names made available through the website are trademarks of the Company or of the Company’s affiliates or are trademarks which the third party owner has allowed Company to use. No such trademarks may be used in connection with any other product or service without the prior written consent of the Company or the relevant Company affiliate, including third party trademarks, whose use will be governed by applicable law and any agreements the Company has in place with such third party.
4.7. Except for the rights of use and other rights expressly granted herein or in the Agreements, no other rights are granted to you nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded.
Pricing for any of the products that you purchase in connection with the Website will be as separately agreed between Customer and Company.
The Website may contain hyperlinks to the websites of third parties. The Company shall have no liability for the contents of such web pages and does not make representations about or endorse such websites or their contents as its own, as the Company does not control the information on such websites and is not responsible for their contents. You use these websites at your own risk.
7. Disclaimer of Warranty
7.1. THE COMPANY IS PROVIDING THE WEBSITE AND ITS CONTENTS ON AN “AS IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALTHOUGH THE COMPANY BELIEVES THE CONTENT TO BE ACCURATE, COMPLETE AND CURRENT, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THIS WESBITE IS ACCURATE, COMPLETE OR CURRENT.
7.2. Where the information on the Website contains specifications or general descriptions related to the technical possibilities of individual products which are not available on account of product or other changes, the required performance of the product shall be mutually agreed in each case at the time of purchase.
7.3. Company’s standard warranty for products ordered via the Website manufactured by Company will apply to material non-compliance with the relevant product specifications for ninety (90) days from the shipment date. All third-party, non-Company manufactured products ordered via the Website are provided by Company “AS-IS”, with no warranty.
8. Disclaimer of Liability
8.1. The total liability of Company, its suppliers and subcontractors is for actual damages only, and will not exceed the amount paid to Company for products ordered via the Website at the premises where the damage occurred, for the 12-month period preceding the date the damage occurred. This limitation does not apply to the extent stated otherwise in any of the Agreements.
8.2. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR DAMAGES RESULTING FROM: (A) LOSS OF STORED, TRANSMITTED OR RECORDED DATA; (B) HACKING, UNLAWFUL INTRUSION, ISSUES WITH NETWORK SECURITY, OR LONG DIS-TANCE OR NETWORKING CHARGES; (C) CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), INCIDEN-TAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF COMPANY IS INFORMED OF THEIR POSSIBILITY; OR (D) USE OF PRODUCTS OUTSIDE THE UNITED STATES AND PUERTO RICO. THE LIMITA-TIONS IN THIS SECTION APPLY REGARDLESS OF LEGAL THE-ORY UPON WHICH THE CLAIM IS BASED, EVEN IF THE REME-DIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
8.3. You will indemnify, defend and hold Company, its affiliates, any third party supplier, licensor and/or manufacturer, and its and their respective partners, officers, directors, employees, agents and contractors harmless from and against any loss, claim, damage, suits, actions, cost, expense and liabilities, including any reasonable attorneys’ fees, from or in connection with the access to or use of this Website or any items obtained via this Website, including and modifications to any of the products.
9. Title and Risk of Loss
9.1. Title and risk of loss for any item that you order via the Website pass to you once we have delivered these items to the carrier.
9.2. For our return policies and other information, please click on the following link: http://www.unify.com/us/returns-policy
10.1. Invoices for Products will be generated upon complete delivery of the entire order.
10.2. One hundred percent (100%) of the total transportation charges, applicable taxes and government fees for which you are liable will be invoiced to you as separate line items on the applicable invoice and will be due and payable at the same time as the payment of the Product purchase price listed on such invoice.
11. Export Compliance
11.1. The products sold by Company via our Website are for domestic consumption. Any export must be made in compliance with applicable U.S. laws. YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO YOUR NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
11.2. Company will not be obligated to perform any obligations with respect to products purchased via the Website, and will not incur any liability or consequence as a result of such non-performance, to the extent that performance would constitute a violation of, or would result in, the imposition of any sanctions under any law, regulation or other applicable national or international foreign trade and customs requirements or embargos.
13. Applicable Law and Dispute Resolution
13.1. The Website is controlled, operated, and administered by the Company from within our offices in the United States and is compliant with US law. The Company makes no representation that information, software and/or documentation on the Website are appropriate or available for viewing or downloading at locations outside the United States. If a user accesses the Website from outside the US, he or she is exclusively responsible for compliance with all applicable local laws. Access to the Website’s information, software and/or documentation from countries where such content is unlawful is prohibited.
13.2. Claims relating to, including the use of, this Website and any related materials are governed by the laws of the state of Florida, without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.
13.3. The Customer and the Company will attempt to resolve all conflicts related to the Website, including to products ordered from the Website at the request of either party, through negotiation by the business personnel of each party. If the dispute can not be resolved at an account management or line level of management, the dispute will be escalated to executives of each party to attempt to settle the matter.
If, after a good faith effort to settle a dispute through negotiation within sixty (60) days, a dispute remains unresolved, either party may request, in writing to the other party, that the parties enter into non-binding alternative dispute resolution (ADR), such as mediation, to attempt to settle the matter. The selection of an independent third-party, with no prior affiliation with any of the parties or their contractors or subcontractors hereto or any of their respective parents or affiliates, to participate in the ADR shall be by mutual agreement, but, in the absence of such agreement, each party shall select a temporary participant and those participants shall jointly select a permanent participant. The parties agree to select an independent third-party within thirty days of delivery of a party’s written request to proceed to ADR.
If a dispute has not be resolved through ADR within ninety (90) days, either party may request, in writing to the other party within thirty days, to proceed to binding arbitration pursuant to the Rules of the American Arbitration Association then in effect to settle the matter. Within thirty (30) days after delivery of a party’s written request to proceed to arbitration, the parties shall mutually designate an arbitrator with no prior affiliation with any of the parties or its subcontractors hereto or any of their respective parents or affiliates. If the parties are unable to designate a mutually acceptable Arbitrator, the American Arbitration Association shall appoint one. All arbitration conducted pursuant to this paragraph will be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16. Judgment on any award may be entered in any court of competent jurisdiction.
Each party shall bear its own costs of any dispute procedures hereunder, except that each party shall share equally the cost of the arbitrator in the event of arbitration, and the total costs of any other fees or expenses associated with any arbitration proceedings.
Except as may be necessary to enforce, modify or vacate an arbitral award, each party agrees that it will treat as confidential the existence, status and results of any dispute proceeding pursuant to this Agreement, including without limitation the terms of any award, or any materials or information produced or presented by or on behalf of the other party in connection with any dispute.
During the period when a dispute is being resolved, except for the matter being disputed, the parties shall in all other respects continue their performance under any Agreements.
14. Contact Information
Should you have any questions about the contents of these Terms or wish to contact us for any other Website-related reason, the appropriate information is provided below.
Sales Support: 1 (866) 336-0611
eOrder Support (order status, delivery, billing, returns): 1(800) 859-6380
eStore Support: eCommerceUSAdmin@unify.com