Terms and Conditions of Use 31 Dec 2024

These Terms and Conditions of Use ("Terms") constitute a legal agreement between you (either an individual or a single entity) ('you' or 'your') and us ('') regarding your use of and access to this site (the 'Site'). By accessing or otherwise using, in any way, the Site, you are agreeing, on behalf of yourself and, to the extent you are an individual, your employer, to be bound by these Terms ('Acceptance'). If you do not agree to these Terms, do not access or use, in any way, the Site. Upon Acceptance, you become a user of the Site ('User') and, if you are an individual, you warrant to that you have the necessary authority to bind yourself and your employer to these Terms.

Grant of License

The Site contains various hardware and software items available for purchase by User ('Items'). These Terms permit User the personal, non-exclusive, non-transferrable, non-sublicenseable right to use and access the Site solely for User's purchase of Items for its (or, if User is an individual, User's employer's) internal business purposes. User is solely responsible for the use and protection of any passwords, keys, tokens or other similar mechanisms (the 'User Password') issued to User for purposes of accessing the Site and shall be liable to for all acts, including without limitation, purchases made, assignment of access and use rights and purchasing authority, if applicable, as well as any omissions in connection with such User Password.

Copyright and Title

User's sole right in relation to the Site shall be to use and access the same for the duration of and in accordance with these Terms. The Site is owned by or its suppliers and licensors and is protected by United States copyright laws and international treaty provisions and all other applicable national laws. Therefore, User agrees not to disclose or allow access to the Site except as specifically provided in these Terms. User shall have no rights in or to the Site except for the limited right to access and use the Site as described in these Terms. Title and ownership rights (including patent, copyright, trade secret, and other intellectual property rights contained therein) in the Site and all modifications, enhancements or additions thereto shall remain with or its suppliers and licensors.

Other Restrictions

User may not: (i) allow the Site to be used by or for the benefit of any third party, except as expressly permitted herein; (ii) alter, decompile, disassemble, reverse engineer, or otherwise modify the Site; (iii) convey any rights of use or otherwise in or to the Site to any third party, except as expressly permitted herein; (iv) access or attempt to access any information contained within the Site other than that information directly and exclusively related to User and/or any Items made available to User on the Site; or (v) remove any copyright or proprietary rights notices placed upon or within the Site.

Confidentiality

User and each ('Recipient') agree to treat as confidential any nonpublic information it receives about or from the other party ('Discloser') in connection with these Terms or the Site ('Confidential Information'), and to handle such information with the same degree of care as it uses with its own confidential information. Recipient agrees that it will use Confidential Information only for purposes of performing its obligations hereunder, and that it will not use Confidential Information for any purpose not permitted by law. shall implement and maintain appropriate measures designed to meet the objectives of those United States federal guidelines establishing standards for safeguarding nonpublic personal information about User. specifically agrees that it will not use any non-public personal information about User in any manner prohibited by Title V of the Gramm-Leach-Bliley Act. The parties agree to keep confidential the terms and conditions herein as well as all pricing contained on the Site.

Fees

User shall pay those prices for Items as listed on the Site ('Prices') plus all applicable taxes and shipping charges (collectively, 'Charges', and together with 'Prices', hereinafter, collectively, 'Fees'). All Fees shall be due and payable in US dollars at the time Items are purchased. shall have no obligation to fulfill any order for Items unless and until all applicable Fees have been received by .All Fees paid are non-refundable.

Term and Termination

These Terms shall become effective upon Acceptance and shall remain in effect until terminated (i) by for User's breach of these Terms or the terms of any other agreement between and User (or User's employer) or (ii) by either party if discontinues the Site or if User discontinues use of this Site. In the event of any termination of these Terms, User's access to the Site shall be promptly terminated. In the event that any orders for Items are permitted by to be placed following termination of these Terms, such orders will be filled by and these Terms shall continue to apply with respect thereto. Exercise of 's right of termination shall not prejudice legal rights or remedies may have against User in respect of any breach of the terms of this Agreement.

Indemnification

User agrees to indemnify and hold harmless from any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively 'Claims') arising out of or relating to these Terms or the Items, including without limitation any Claims arising out of use of or access to the Site or any information contained therein. Notwithstanding the foregoing, User shall have no obligation to indemnify to the extent that any such Claim(s) results from the negligence, willful misconduct or other fault of .

Warranties

WARRANTS THAT (i) IT HAS THE RIGHT TO ALLOW USER TO ACCESS TO THE SITE AS PROVIDED IN THESE TERMS AND (ii) THE ITEM(S), AS SHIPPED BY , WILL CONFORM, IN ALL MATERIAL RESPECTS, WITH THE DESCRIPTION FOR SUCH ITEM(S) AS PRESENTED ON THE SITE AT THE TIME OF PURCHASE. DOES NOT WARRANT THAT THE SITE OR THE ITEMS SHALL MEET USER REQUIREMENTS OR THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT THAT ANY ITEM(S) FAIL TO CONFORM TO THE WARRANTY SET FORTH IN (ii) ABOVE, SHALL REPLACE THE NON-CONFORMING ITEM(S) AT NO ADDITIONAL CHARGE TO USER, PROVIDED THAT USER SUPPLIES WITH A WRITTEN REQUEST FOR REPLACEMENT WITHIN 15 DAYS AFTER USER'S RECEIPT OF THE NON-CONFORMING ITEM(S).THIS OBLIGATION OF REPLACEMENT IS IN LIEU OF ALL LIABILITIES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ITEMS. THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO QUALITY, PERFORMANCE AND AVAILABILITY OF THE SITE IS WITH USER. HEREBY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES.

Limitation of Liability

IN NO EVENT SHALL BE LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. 'S AGGREGATE LIABILITY TO USER AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THESE TERMS SHALL BE LIMITED TO THE PRICES PAID TO UNDER THE PARTICULAR ORDER FOR THE ITEMS THAT RESULTED IN SUCH LIABILITY.

Miscellaneous

Entire Agreement. These Terms constitute the entire agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto.

Amendment. reserves the right to modify these Terms from time to time upon notice to User. User hereby expressly agrees that the placing of revised Terms on the Site shall constitute notice to User of such modifications. No term or provision of these Terms may be amended, waived or modified by User except with the prior written consent of .

Assignment. User shall not assign these terms or User's rights obligations hereunder, in whole or in part, whether by operation of law or otherwise. These terms shall be binding upon the parties and their respective successors and permitted assigns.

Export. User hereby agrees that its use of and access to the Site and the Items shall be in accordance with all applicable export laws, rules or regulations.

Survival. All rights and obligations of the parties under these terms that, by their nature, do not terminate with the termination of these Terms shall survive such termination.

Independent Contractors. The parties agree that they are independent contractors and nothing in these Terms shall make them partners or joint venturers.

Severability. If any provision of these Terms is held to be unenforceable, the other provisions shall continue in full force and effect.

Force Majeure. With the exception of User's payment obligations, neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond that party"s control, including without limitation, acts of God, acts of civil or military authority, shortages of raw materials, strikes, or any delays or failures by third parties.

Claims. No action, regardless of form, arising out of or in connection with these Terms, User's use of or access to the Site, or any Items shall be brought by User (or, if User is an individual, User's employer's) more than 2 years after such cause of action shall have accrued.

Notices. Any notice required or permitted to be given hereunder shall be in writing and delivered via nationally recognized overnight courier to the address provided by the party to receive the notice.

Governing Law. These Terms shall be construed and enforced under the laws of the State of New York, without reference to its provisions relating to conflict of laws.

Prevailing Party. The prevailing party in an action brought to enforce these Terms shall be entitled to receive its reasonable costs and expenses of bringing such action including reasonable attorneys" fees.

Publicity. User (or, if User is an individual, User's employer's) and shall have the right to make general references about each other and the type of Items being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and clients, provided that in so doing User or does not breach the confidentiality obligations of these Terms. may issue a press release regarding these Terms, the Site and/or the Items and upon 's reasonable request, User (or, if User is an individual, User's employer's) agrees to provide a favorable quotation for inclusion in any such press release. Except as authorized herein, User will not use the name, trademark, logo or other identifying marks of or any of its affiliates in any sales, marketing, or publicity activities, materials, or website display without the prior written consent of varstreet

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