Reseller's Terms & Conditions of Sale

Last updated: July, 2023

Please be advised that while shopping on cart.teledynecaris.com you are dealing with the eCommerce provider Scalefast Inc, which is a company commissioned by Teledyne Geospatial (“Merchant” as detailed below) to handle online sales on behalf of Merchant.

Reseller's Terms & Conditions of Sale (“Terms of Sale” or “Agreement”) are a legal document that explains your rights and obligations as a Customer. Please read it carefully.

These Terms of Sale, the Reseller's Privacy Policy and the Members Programs Terms of Sale [if any] constitute and contain the entire agreement between Reseller and you with respect to the subject matter hereof and supersedes any prior oral or written agreements.

1. Definitions

Website or Store:

The Merchant's online store website accessible at cart.teledynecaris.com.

Customer:

You, the user of the Website (and addressee of these terms) or the Company.

Territories: United States of America, Canada.

Product(s):

Product(s) sold on the Website.

Merchant:

Teledyne Geospatial
115 Waggoners Lane
Fredericton NB E3B 2L4
Canada

Reseller:

The Merchant's authorized Reseller which operates the Website cart.teledynecaris.com (the “Store”) and which is Scalefast Inc., a Delaware corporation having its registered office at 2100 E Grand Ave, Suite 350, El Segundo, CA 90245, USA .

These Terms of Sale will apply both to an end-user and a Company (the authorized administrator of the company).

In case you are a company, Section 3 will not apply

2. PREAMBLE

The present Terms of Sale define and regulate the contractual relation between the Reseller and you, the Customer, also definedabove as the user of the Website.

The Reseller is an online and offline e-commerce solutions provider.

The present Terms of Sale apply exclusively between the Reseller and any person who visits the Website. By purchasing Products, you are bound by and agree to accept (i) these Terms of Sale, and (ii) the Merchant's General Term and Conditions of Sale, which can be found at:

https://www.teledyneimaging.com/en/company/terms-and-conditions.

You shall access and familiarize yourself with the Terms of Sale as made available on the Website. These Terms may be altered, updated, modified or amended at any point in time, at the discretion of the Reseller. The most current version of the Terms of Sale is made available on the Website, and supersedes all prior agreements and other communications between you and the Reseller relating to the subject matter of these Terms of Sale. By continuing to use the Website following the revisions, you agree to be bound by the revised Terms of Sale. At all times, you shall be responsible for keeping up to date with and in compliance with the prevailing Terms of Sale as published on the website.

Your failure to cancel or terminate your Account (as defined below) or cease to use the Reseller's ecommerce solutions affected by the amendment will constitute your tacit acceptance of the altered, updated, modified or amended terms. If you don't agree to the amendments, alterations, updates or modifications or to any of the terms in this Agreement, your only remedy is to cancel your Account or to cease to use the Reseller's e-commerce solutions.

The information given on the said Website may be modified by the Reseller without prior notification.

You acknowledge and agree that by placing an order or making a purchase on the Website, you accept the prevailing Terms of Sale as of the date on which you placed the order or made the purchase. The Reseller hereby grants you a limited and revocable license of access and use of the Website in accordance with these Terms of Sale.

The Reseller may also from time to time publish additional guidelines, rules and conditions applicable to the access and/or use of this Website. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms of Sale. If you don't agree to the terms set out in these Terms of Sale, please do not access or use the services on the Website.

3. User Account

To make a purchase on the Reseller's branded-ecommerce Store, you may be asked to complete the Store's registration process, and create a Store account ("Account").

In signing up for an Account, you represent and warrant that:

1. all registration information provided by you is and will continue at all times to be true, accurate, current and complete to the best of your knowledge and belief;
2. you will promptly update changes to your registration details; and
3. you are at least 18 years old.

The Reseller reserves the right to reject your application for an Account, and at any time, suspend your use of or terminate your Account.

All members must be 18 years or older to make a purchase on the Store. Your account may also include billing information you provide to the Reseller for the purchase of ongoing or repeat purchases (“Subscriptions”), for pre-orders or for faster future purchases. You are solely responsible for all activity on your Account and for the security of Customer's computer system. You may not reveal, share or otherwise allow others to use your password or Account.You are personally responsible for the use of your password and Account and for all of the communication and activity on the Store that results from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by these Terms of Sale.

You agree to:

1. inform the Reseller immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorized manner and
2. ensure that your Account information is accurate, complete and kept up-to-date. Under no circumstances shall the Reseller not be liable for any loss or damage arising from any unauthorized use of your password or the your failure to comply with the foregoing.

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. If you cancel your Account, the Reseller reserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before the Reseller can allow you to register again.

You also understand and acknowledge that your account is solely associated with you, and that the Reseller does not recognize any transfer of Accounts (including transfers by operation of law) from you to any third party. You shall be the sole holder of your own Account.

Your purchase is subject to Product requirements which must be read before purchasing a Product. The act of making a purchase constitutes your tacit understanding and compliance with these requirements. The Reseller shall not be held responsible for any loss, incompatible or erroneous purchases. The Reseller encourages you to contact Reseller's customer service department in such an event, so that the Reseller may resolve Customer's problem to the best of Reseller's ability.

You agree that you will be personally responsible for the use of your Account and for all activity on the Store that results from use of your Account. Your online conduct is expected to be in good faith, non-abusive and not seeking any other personal interest other than the services provided. You will otherwise be held in contempt and, at the discretion of the Reseller, ensuing legal procedure may incur.

You may cancel your Account at any time. You may cease use of an Account at any time or, if you choose, you may request that the Reseller terminates your access to an Account. However, Accounts and product delivery are not transferable and product purchase transactions entitle you to a single right to the delivery of a product. Your cancellation of an Account will not entitle you to any refund for any products or fees. The Reseller holds the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account. In addition, you are responsible for any charges incurred to third-party vendors or content providers before cancellation.

You hereby agree that the Reseller may for any reason and at any time, at its sole discretion and with or without notice or liability to you or any third party, immediately cancel or terminate your Account including but not limited to where:

1. the Reseller closes down the Store;
2. you breach any terms of this Agreement (including any Subscription Terms or Rules of Use of the Subscription);
3. there are extended periods of inactivity on your Account in the Reseller's sole determination;
4. the Merchant instructs the Reseller to do so; and/or
5. your behavior is harmful to other users, third parties, or the business interest of the Reseller.

In the event that your Account is terminated or cancelled by the Reseller for a violation of these Terms of Sale or improper or illegal activity or behavior that is harmful to other users, third parties, or the business interest of the Reseller, no refund, including of any Subscription fees or of any unused funds in your Account, will be granted.

4. Stock Availability and Sales Fulfillment

Products are for sale within the limit of available stock. Offers for Products that are out of stock shall be valid on the condition that they can be obtained from the Reseller's suppliers. The processing and delivery of orders shall always be honored upon availability of stock.

5. Application

Your product order (as defined hereinafter) is a binding offer to the Reseller to purchase the said specific Products (“Product Order”). Upon the placement of a Product Order, an ensuing and immediate confirmation message will be displayed followed by a confirmation email to you. Such automatic confirmation message does not constitute an acceptance by the Reseller of your Product Order, but a notice of acknowledgement. A contract between you and the Reseller shall be formed and concluded only when you receive an email from the Reseller expressly confirming that the specific Products have been dispatched (the "Fulfillment Confirmation E-mail").

If your Product Order is dispatched in more than one package, you may receive a separate Dispatch Confirmation E-mail for each package, and each Fulfillment Confirmation E-mail and corresponding dispatch will conclude a separate contract of sale between us for the product(s) specified in that Fulfillment Confirmation E-mail. For digital products, you shall receive a link within the Fulfillment Confirmation Email directing you to your product's key, allowing you to unlock and download your purchase. Your contract is solely with the Reseller.

6. Orders

Any Product Order shall be placed exclusively via the Internet which you acknowledge may be subject to limitations, delays, errors and other problems inherent in the use of the Internet and electronic communications.

Automatic Product Order confirmation errors may occur. You shall check the automatic Product Order confirmation for any errors and inform the Reseller immediately of any discrepancies. The Reseller shall not be responsible or held liable to you for any delays, delivery failures, loss or other damages resulting from or in connection with such limitations, delays, errors and other problems, including without limitation automatic Product Order confirmation errors. You guarantee all data provided during registration is true, accurate, up-to-date and complete. Product Orders will only be accepted from Customers 18 years of age and older.

The Reseller reserves the right to cancel or refuse any Product Order from any Customer with whom a previous order's payment has not been received by Reseller.

You consent to receive sales invoices electronically. Electronic invoices will be made available in your Account on the Website. For each delivery, in Reseller's Fulfillment Confirmation E-mail you will receive a link to your electronic invoice on the Site. If you do not have an account and have not printed your invoice upon receiving your Fulfillment Confirmation Email, or for further information about electronic invoices and instructions on how to receive a paper copy please contact our customer support department.

In case you are a company, the authorized administrator will be the person in charge of making the purchase and placing the order. The email address for billing purpose and the delivery email address will be the one that the authorized administrator specifies. The authorized administrator and the company will be solely responsible for making the purchase and for the selection of the email address for delivery purpose and waive any claim against Scalefast for this.

7. Delivery of Physical Goods

Where applicable (physical Products only) your Order shall be delivered to the address provided during the ordering procedure. The delivery estimate indicated on the Website is strictly indicative and may vary with the progression of the order.

You shall verify the good condition of the package(s) and its contents upon receiving the package. In the event the package(s) or content are not in conformity with the order, you shall put in writing a full description of the content and discrepancies on the delivery slip, and shall issue a letter, with an acknowledgement of receipt and similar in content, within 3 days of reception.

In the event that the Reseller had tried to fulfill delivery of the Product Order, but the Reseller was unable to do so for any reason whatsoever, including: (a) you being uncontactable at the number that was provided to the Reseller; or (b) you, or the intended recipient, were not present at the designated delivery address provided, then such delivery shall constitute a failed delivery (“Failed Delivery”). No refund or replacement will be made for any Failed Delivery.

It is your responsibility to verify the good condition of your package(s) and its contents upon receiving the package. In the event the package(s), Products or its contents do not conform with the order, please refer to Clause 11 (Wrong and Faulty Products) below.

At the time of purchase, you may choose to make payment based on the payment methods supported on the Store. The Reseller may use third-party services to verify, secure and/or process your payment. The third-party service provider may charge a fee for processing payments through the Store.

The Reseller uses TLS (Transport Layer Security) encryption technology for your transactions. Your banking and card information is not stored by the Reseller but may be stored by the payment service provider (as may be applicable), only if you have selected the option of saving a credit/debit card to your name, for future use during checkout or for a pre-order. Under no circumstances will the Reseller have access to your banking and card details and credit history at any point. To prevent instances of abuses and fraud, the Reseller only stores your name, address, the transaction time and date.

Any fraud or deception, regardless of scope, will immediately lead to further action, as part of which all related transaction data reported and provided might be forwarded to the authorities.

When you provide payment or banking information to the Reseller or to one of its payment service providers, you hereby represent and warrant that you are the authorized user of the card, PIN, key or bank account associated with that payment, and you authorize the Reseller to charge your credit card or to process your payment with the chosen third-party payment service provider for any purchases or fees chargeable to your account. The Reseller may require you to provide your address or other information in order to meet the Reseller's obligations under applicable law.

For Subscriptions purchased, based on an agreed usage period, where recurring payments are made in exchange for continued use (“Recurring Payment Subscriptions”), by continuing to use the Recurring Payment Subscription, you agree and reaffirm that the Reseller is authorized to charge your credit card, or to process your payment with any other applicable third-party payment processor (such as PayPal), for any applicable recurring payment amounts. If you have purchased any Recurring Payment Subscriptions, you agree to notify the Reseller promptly of any changes to your credit card account number, its expiration date and/or your billing address, or your PayPal or other payment account number, and you agree to notify the Reseller promptly if your credit card or PayPal or other payment account expires or is cancelled for any reason.

If your use of the Store and purchases are subject to any type of use or sales tax, then the Reseller may also charge for those taxes, in addition to the Subscription or other fees published in the Rules of Use.

You agree that you will not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on Product content, to purchase at pricing not applicable to your country, territory or region or for any other purpose. If you do this, the Reseller reserves the right to cancel or terminate your access to your Account.

Tax exemption request

Where applicable, you can request a Tax Exempt order in the US and Canada territories. All requests should be subject to validation, and you must provide us with a valid Tax Certificate.

The following process will be used to process your order once you have requested Tax Exempt status:

• Standard payment method:

When placing the order and selecting a standard payment method, the order will be saved in “pre-order” status until you provide us the required documentation that makes you eligible for Tax Exemption (a valid Tax Certificate). An automatic confirmation email will be sent to you requesting the valid Tax Certificate. If you fail to provide us with the required documentation within ten (10) business days, you will receive up to three (3) automatic reminder emails before your order is cancelled.

Once your required documentation is validated, the order will be accepted, and payment will be processed at that time. If payment is successfully charged, you will receive a confirmation email, and then the purchase process will continue as a normal order.

• Wire Transfer payment method:

When placing the order and selecting Wire Transfer as the payment method, you will receive an email requesting the necessary documentation to prove that you are eligible for Tax Exemption (a valid Tax Certificate). Additionally, we will also ask you to transfer the order amount (excluding taxes) to us.

In case we do not receive the requested documents or if they are deemed invalid, and/or if we do not receive the requested payment for the order, in the period of ten (10) business days we will cancel it without any further notice. In this case, we will send you an email to inform you that your order has been cancelled, and a refund will be issued.

In case we receive the required documents and we validate them, and the order amount is paid, we will process your order, and you will receive a confirmation email, then the purchase process will continue as a normal order.

9. Ownership Rights

Unless otherwise agreed in writing, Merchant shall retain title to all software Products delivered to you and use of such software by you or third parties shall be conditioned upon receipt of payment in full and execution of a license agreement between the Merchant and you. The ownership of any physical Products shall be transferred to you when full payment is received. However, any risk of loss, damage, theft or destruction in the period between the delivery and the transfer of ownership shall be borne solely and entirely by you. Should you not honor the payment obligations for any reason whatsoever, the Reseller shall be entitled to demand that the delivered merchandise be returned immediately to an address indicated by the Reseller in writing, at your own cost, expense, risk and peril.

The Reseller makes no representations or warranties, either expressed or implied or statutory regarding any third party. In particular, the Reseller makes no representation or warranty that any service or subscription offered via third-party vendors or service providers will not change or be suspended or terminated.

10. License and User Rights

Where applicable, the Store may require the automatic download and installation of software onto your computer. The Reseller hereby grants you a limited, revocable terminable, non-exclusive, non-transferable, non-sublicensable license to use the software (if any) for your personal and non-commercial use (except where commercial use is expressly allowed herein or in the applicable Terms of Sale) in accordance with these Terms of Sale. The software is licensed, not sold. Your license confers no title or ownership in the software. The limited license granted to you by the Reseller is without prejudice of provisions of any license of rights granted to you separately by the Merchant.

You may not use the Website source code/object code or any the Reseller software for any purpose other than the permitted access to the Store and to make personal, non-commercial use of your Account, except as otherwise permitted by these Terms of Sale or under applicable law. Notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Store or the Reseller software without the prior consent, in writing, of the Reseller. You are entitled to use the Store for your own personal and non-commercial use, but you are not entitled to: (a) sell, grant a security interest to other parties in any way, nor to rent, lease or license your account rights to others without the prior written consent of the Reseller, (b) or exploit in any way by the Reseller Software, the Store for any commercial purpose, except as expressly permitted elsewhere in these Terms of Sale.

11. Intellectual Property

The entire content of the Website including all materials and content (including without limitation information, features,texts, illustrations data, images photographs, graphics, button icons, script, music, sound recordings, videos, software, programming, content and computer code) logos, trade marks, service marks, service names, domain names, brand names, designs and any other intellectual property (collectively, “Intellectual Property”) contained therein are and shall remain the sole and exclusive property of the Reseller, the Merchant and/or their respective licensors or affiliates.

No right, license or permission, whether expressed or implied, is granted, directly or indirectly, to any party accessing and using the Website to use or reproduce any Intellectual Property, and no party accessing or using the Website shall claim, or attempt to claim, any right, title or interest therein.

By accessing and using the Website, you hereby agree: (a) to comply with all applicable laws protecting the Intellectual Property; and (b) unless otherwise expressly permitted under this Agreement, not to use, copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any Intellectual Property or part thereof.

The Store may contain links to other third-party websites and content. The Reseller has not reviewed and assumes no responsibility for any third-party website or content. The Reseller does not have any control over these third-party websites and content, and is not responsible for their functionality, practices, services and/or security. By clicking on a link to such third-party website or content, you do so at your own risk and your use and access to such third-party website or content may be subject to the respective privacy policy and Terms of Sale of that website.

13. Personal Information

Your Personal Information may be collected, used and/or disclosed by the Reseller when you access and use the Website (including without limitation when you place a Product Order on the Store). You hereby consent to the Reseller's collection, use and disclosure of your Personal Information in accordance with the Reseller's Privacy Policy.

Privacy Notice to California Residents. If you are a resident of California, California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your personal information by Scalefast, Inc. or its subsidiaries to a third party for the third party's direct marketing purposes. This right granted to California residents applies only to their activities within the State of California. To make such a request, please send the request via email at privacy@scalefast.com or call the Reseller at 1 (888) 914-9661, access code: 727038. In your request, please specify the name of the partner whose name and/or logo appears on this website to which your request pertains, Customer first name, surname, and email address. If no company is specified, the Reseller will treat Customer request as pertaining to Scalefast, Inc.

Your Personal information shared with the Reseller shall not be given to any third party other than the Merchant, and authorized Reseller's service providers (such as payment and delivery services).

14. Responsibilities

You and the Reseller hereby agree that these Terms of Sale do not intend to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Sale.

When you use the website, you may also be using the services of one or more third parties, such as a payment services provider. Your use of these third-party services may be subject to the separate privacy policies, terms of use, and fees of these third parties. The Reseller encourages you to refer to and become familiar with the policies and terms of use of these third parties.

You acknowledge and agree that the Website is provided by the Reseller “as is” and “as available” with no representations, warranties or undertakings of any kind, whether expressed or implied, in relation to your access and use of the Website. To the maximum extent permitted under applicable law, the Reseller specifically disclaims all warranties, whether expressed or implied: (a) as to the availability and appropriateness of the Website; (b) regarding the timeliness, quality, fitness, completeness, correctness, accuracy, suitability, reliability or otherwise of the Website or its content or the results of its use for any purpose; (c) that the Website or your use of the Website will not infringe the intellectual property or other proprietary rights of any third party; (d) that the Website (or the server that makes it available) will be error-free, unhackable, uncompromisable, free of any data breach (inadvertently or intentionally through interference or interception by third parties), or free of any bug, computer virus, unauthorized software or other harmful elements, codes or components not specifically mentioned herein; (e) that the Website will contain information that is always timely and accurate; (f) that the Website will operate or function properly on your devices or operating systems; and (g) that the Website will not cause any damage to your devices or operating systems.

If the Reseller is prevented, hindered or delayed in or from performing any of its obligations under this Agreement due to any event or circumstance not within the Reseller's reasonable control (including without limitation epidemic, pandemic, acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, civil disturbance or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent) (each a “Force Majeure Event”), the performance of Reseller's obligations under this Agreement shall be excused and suspended during the period the Force Majeure Event prevents, hinders or delays the Reseller's performance of its obligations without any liability to you.

To the maximum extent permitted under applicable law, in no event shall the Reseller or its affiliates be liable whether in contract, warranty, tort, product liability, strict liability, or other cause of action at law or otherwise, for: (a) any loss of profits, loss of revenue or loss of data, in each case whether direct or indirect; or (b) any indirect, incidental, consequential, special, punitive or exemplary damages, or any other damages arising out of or in connection with your use or inability to use the Website, the store, the Reseller's software, and any information available in connection therewith, and even if the Reseller has been advised of the possibility of such damages.

You agree to defend, indemnify and hold harmless the Reseller and its affiliates, licensees, sub-licensees, assignees, transferees, agents, successors, the Merchant and each of their respective officers, directors, employees, servants and service providers (collectively, the “Indemnitees”) from and against any and all liabilities, claims, demands, statutory penalties, fines, expenses (including court costs and fees of solicitors (on a full indemnity basis) and other professionals), damages or loss (collective, the “Losses”) from or in connection with any breach of these Terms of Sale or the use of the Store, by you or any person(s) using your Account, or from the Product selection to the creation of an Account, the purchase, distribution, promotion and use of any add-ons or derivative Products.

Notwithstanding the foregoing, the Reseller reserves the right, at its sole discretion, to assume exclusive defense and control of any negotiations or proceedings in relation to matter otherwise subject to indemnification by you. This section regarding responsibilities shall survive termination of these Terms of Sale.

If you provide the Reseller with any feedback, recommendations or suggestions about the Store, or any Reseller's software, Products or services (collectively, “Feedback”), the Reseller will own and have the unrestricted and irrevocable right (but not the obligation) to use (without any requirement of attribution, remuneration or other obligation whatsoever) all Feedback given hereunder, and accordingly, you hereby irrevocably assign to the Reseller all right, title and interest in and to all Feedback, including any Intellectual Property in or to the Feedback, and if the same cannot be so assigned under applicable law, then you hereby grant to the Reseller an unlimited, worldwide, exclusive, perpetual, irrevocable, fully paid-up license to use, copy, modify, sub-license and create all derivative works thereof. You hereby agree to provide reasonable assistance to secure Reseller's right, title and interest in and to all Feedback, including any Intellectual Property relating thereto.

The Reseller may inform you through an online notice in the case of systems' maintenance on the Website and shall not be held responsible for any ensuing delays or consequences.

15. Product Information

All photographs and pictures used to illustrate the Products for sale on the Website are for information and/or illustration purposes only and may not constitute an accurate or true representation of the Product. Reseller shall not be responsible for any claim that the Products received do not identically match the Product featured or displayed in the photographs and pictures on the Website.

Unless expressly indicated otherwise, the Reseller is not the manufacturer of the Products sold on the Website. While the Reseller works to ensure that Product information displayed on the Website is correct, actual Product packaging and materials may contain more and different information compared to that displayed on the Website. All information about the Products on the Website is provided for informational purposes only.

The Reseller recommends that you do not rely solely on the information presented on our Website. You should always read the labels, warnings and directions provided on the Product packaging and materials before use.

16. Customers' Public Statements

Visitors to the Website may post reviews, comments and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions or other information, as long as the content is not illegal, obscene, abusive, threatening, harrassing, alarming, distressing, vulgar, libelous, defamatory, invasive of privacy, hateful, infringing of intellectual property rights, or otherwise injurious to any third party or racially, ethnically, religiously, or otherwise objectionable, and does not consist of or contain software viruses (including without limitation worms, Trojan horses or any other computing code, files or programs designed to directly or indirectly interefer with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or system or hardware or data or telecommunications equipment), political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You may not use a false e-mail address, impersonate any person or entity or other content. The Reseller holds the right to remove or edit such content.

If you believe in good faith that:

1. any content on or advertised for sale on the Website fails to meet the standard stated above, or that your intellectual property rights are being infringed by an item or information on the Website; or
2. any content on or within a Product advertised for sale on the Website contains a defamatory statement,

you shall notify the Reseller immediately by contacting the Reseller's customer support department at caris_support@esw.com

The Reseller will exercise reasonable efforts to respond expeditiously to you and/or your agent(s) to communicate concerns about any alleged infringement. Upon receipt of any infringement notice from you, the Reseller or the Merchant may take certain actions, including but not limited to removing information or a Product from the Website, all of which shall be done without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which the Reseller reserves and holds an unmitigated discretion to execute. Furthermore, by submitting an infringement notice to the Reseller, to the maximum extent permitted under applicable law and unless expressly stated to the contrary in your infringement notice, you hereby grant the Reseller the right to use, reproduce, publish, translate, and display the content of your infringement notice throughout the world in any media. This includes forwarding your infringement notice to the Merchant and any party involved in the provision of the allegedly infringing content or Product. You hereby agree to fully indemnify, defend and hold harmless the Indemnitees for any and all Losses arising out of or in connection with the submission of your infringement notice and his claim of infringement.

By posting, uploading, or submitting content or material on the Website, and unless the Reseller indicates otherwise, you grant to: (a) the Reseller a perpetual, irrevocable, worldwide non-exclusive, royalty-free and fully sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display and perform such content throughout the world in any media format and through any media channels, and you hereby formally and unconditionally agree to waive any moral rights; and (b) the Reseller, its affiliates, licensees sublicensees, assignees, transferees , agents and/or successors the right to use the name that you submit in connection with such content, if they so choose.

You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. To the extent permitted by law, you formally agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform and procure the performance of all further acts, deeds, things and documents as may be necessary to give effect to and perfect the above license and rights granted by you to the Reseller its affiliates, licensees, sub-licensees, assignees, transferees, agents, and/or successors including to sign and/or execute all such documents, forms, applications, registrations, powers of attorney and authorizations and depose to or swear any declaration or oath as may be required by any authority or party including including to sign and/or execute all such documents, forms, applications, registrations, powers of attorney and authorisations and depose to or swear any declaration or oath as may be required by any authority or party the at the Reseller's request.

By posting, uploading or submitting content or material, you represent and warrant that: (i) you have all necessary rights, licenses and/or permissions to post the content or material on the Website; (ii) that you have all necessary rights, licenses and/or permissions to grant the licenses above to the Reseller, its affiliates, licensees, sub-licensees, assignees, transferees, agents, and/or successors; and (iii) , as of the date that the content or material is posted uploaded or submitted by you: (i) the content and material is true and accurate; and (ii) use of the content and material you supplied does not breach any applicable policies or guidelines and will not cause injury to any person or entity (including without limitation that the content or material is not defamatory or libelous in nature).

You agree to indemnify, defend and hold harmless the indemnitees from and against any and all losses for all claims brought by a third party against the Reseller arising out of or in connection with the content and material you post, upload, submit and/or supply on the Website.

17. Applicable Law - Competent Jurisdiction

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE RESELLER, ITS LICENSORS, ITS AND THEIR AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

You agree that these Terms of Sale shall be deemed to have been made and executed in the State of California, and any dispute arising hereunder shall be resolved in accordance with the laws of California. Subject to Dispute Resolution by Arbitration below, you agree that any claim asserted in any legal proceeding by you against the Reseller shall be commenced and maintained exclusively in California, having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under these Terms of Sale, the prevailing party will be entitled to attorneys' fees and expenses.

Nothing in these Terms of Sale limits or excludes our responsibility for fraudulent representations made by the Reseller or for death or personal injury caused by Reseller's negligence or willful misconduct.

If any of these Terms of Sale are deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

If you breach these Terms of Sale and the Reseller takes no action, the Reseller will still be entitled to use its rights and remedies in any other situation where you breach these Terms of Sale.

DISPUTE RESOLUTION BY ARBITRATION

Most user concerns can be resolved by use of Reseller's customer support department caris_support@esw.com. If the Reseller is unable to resolve your concerns and a dispute remains between you and the Reseller, this section explains how the Reseller agrees to resolve it.

However, this Section does not apply to the following types of claims or disputes, which you or the Reseller may bring in any court with jurisdiction: (i) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and (ii) claims related to or arising from any alleged unauthorized use, piracy or theft.

Arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND THE RESELLER ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

You and the Reseller agree to make reasonable efforts, in good faith, to informally resolve any dispute before initiating arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. If you and the Reseller do not reach an agreement to resolve that claim or dispute within 30 days after the notice is received, you or the Reseller may commence arbitration. Written notice to the Reseller must be sent via postal mail.

The Federal Arbitration Act applies to this Section. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA's Supplementary Procedures for Consumer Related Disputes, as modified by this Agreement, both of which are available at http://www.adr.org. The arbitrator is bound by the terms of this Agreement.

The AAA will administer the arbitration. It may be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.

YOU AND THE RESELLER AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA's PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. The ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY'S INDIVIDUAL CLAIM. You and the Reseller also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

These terms shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions, of this section alone, such provisions will not apply to you.

Except as otherwise expressly stipulated in these Terms of Sale, in the event that any provision of these Terms of Sale shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

If you believe that your rights are being infringed, please contact the Reseller. The Reseller will respond expeditiously to rights owners and their agents to communicate concerns about any alleged infringement.

Upon receipt of your infringement notice the Reseller may take certain actions, including removing information or an item, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, for all of which the Reseller holds an unmitigated discretion to execute. Furthermore, by submitting an infringement notice, you grant the Reseller the right to use, reproduce, modify, adapt, publish, translate, and display its content throughout the world in any media. This includes forwarding your infringement notice to the parties involved in the provision of the allegedly infringing content. You agree to indemnify the Reseller for all claims brought by a third party against the Reseller arising out of or in connection with the submission of your infringement notice.

18. Customs

You agree to comply with all applicable laws, including any import/export laws and regulations and restrictions. You agree not to export the Product or allow use of your Account by individuals situated in a country that is subject to an embargo or prohibition of any form by the United Nations or from the US government, the Canadian government, the European Union or NATO. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country.

When ordering Products from the Reseller for delivery outside of Canada you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance shall be borne solely and entirely by you; we have no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information and familiarize yourself with all import and export restrictions applicable to the particular destination country. You acknowledge and agree that the Reseller cannot provide any legal advice in this regard and that the Reseller shall not bear any risks or liabilities associated with such import and export of Products. Additionally, please note that you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the Products. Your privacy is important to the Reseller, and we would like our international customers to be aware that cross-border deliveries may be subject to inspections and investigations by customs authorities.

19. Survival

Any provision of this Agreement that is intended (whether expressly or by implication) to survive the termination or expiry of this Agreement shall remain in full force and effect, including without limitation Sections 16 (Responsibilities) and 19 (Applicable Law - Competent Jurisdiction).