TERMS AND CONDITIONS
User:You represent and warrant that (a) if you are an individual, you are at least 18 years old and otherwise legally competent in all respects to enter into and be bound by this Agreement or (b) if you are an entity, you are a corporation, limited liability company, partnership or other legal entity in good standing, and possess all legal authority and power to enter into and be bound by this Agreement. If you are a legal entity, you hereby represent and warrant that you have the authority to and do hereby bind your entity and all individuals employed or engaged by your entity that may use the Services.
Products and Ordering:
1. Product Descriptions. Product descriptions are presented on the Sites and can be consulted before your order. Photographs and pictures have no contractual value.
2. No Offer. Any prices, quotations and descriptions made or referred to on the Sites do not constitute an offer by us but an invitation for you to offer. We may withdraw or revise them at any time prior to our express acceptance of your order.
3. Choice of Products. The choice of products, after having studied their features, is made under your sole responsibility and liability according to your needs such as you previously determined them before any order. You are the only person having complete knowledge of equipment, software and configurations that you use and are thus sole judge of the compatibility of the products ordered with those you use. When you confirm your order, you are deemed to have accepted the prices, volumes, quantities and features of the products ordered.
4. Errors. While we make every effort to ensure that the prices and product descriptions indicated on our Sites are accurate, we cannot guarantee the correctness of all information. We reserve the right to notify you of any error relating to a product prior to dispatch of your order. In such event, we convey to you the correct information so you can either (a) confirm your order under the corrected terms or (b) cancel it. If you confirm your order, you acknowledge that the product is provided in accordance with such corrected terms.
5. Availability. We make every effort to ensure that the products appearing on our Sites are available. However, we cannot guarantee that all products are in inventory or in our providers’ inventories. If we are unable to process or fulfill your order, we may (a) reject it (without liability), in this case we send you a rejection email and we refund any prior payment that you have made; (b) propose alternative products; or (c) continue to try to source the products from our suppliers for thirty (30) days after your order. If we cannot source the products within this time, we cancel (without liability) your order and send you a cancellation email.
6. Archives – Access. After validation of your order, we may keep, during a fair period, records of orders received, acknowledgements, acceptances and other contracts records. We may potentially be able to provide you with copies on written request. However, you shall print or save a copy of all such documents and this Agreement for your own records.
Price and Transactions:
1. Prices. Prices of products are exclusive of sales taxes or any of the appropriate purchase taxes and exclusive of shipping and freight charges. Such taxes and charges are invoiced, if necessary, once you’ve specified the necessary information, in addition to the price of the products bought. We may modify the prices at any time and without notice. The prices payable for products are those in effect at the time of our acceptance of your order.
2. Security. On the Sites, credit card transactions are secured and your credit card number is encrypted. We use the 256 bit SSL encryption standard (Secure Socket Layer), currently one of the most reliable standards on the Internet.
Licensing, Copyright and Trademark:
1. Licensing Terms. When we supply products which are or include software programs (the “Software”), the Software is licensed by the relevant licensor. Its use is subject to the end-user license agreement or other licensing terms included with the Software. Under no circumstances does delivery or download of Software constitute a transfer of any ownership interest in and to the Software.
2. Copyright. All content included on this site, such as text, graphics, logos, button icons, images, sounds, videos, digital downloads, data compilations, and software (including the Software), is the property of Avanquest or its content suppliers, and is protected by applicable copyright laws. The compilation of all content on this site is the exclusive property of Avanquest and protected by applicable copyright laws. All software used on this site is the property of Avanquest or its suppliers and protected by applicable copyright laws. The Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that this is permitted in the licensing terms or applicable law expressly mandates such a right.
3. Trademark. Any and all copyrights, trademarks and intellectual property rights used or embodied in or in connection with the intellectual property included on the Sites or Services, including without limitation any and all documentation, promotional materials, manuals, packaging and artwork related thereto are and shall remain the sole and exclusive property of their respective owners.
1. Address of Delivery. We deliver products only to a correct and existing address. You must check the delivery address on any acknowledgment or acceptance we provide and notify us without delay of any error or omission. If you submit to us an invalid delivery address, we reserve the right to charge you extra costs arising out from or in connection with any change you may make to the delivery address after submission of your order.
2. Delivery Time. All delivery times or dates provided by us are estimates only. While we do make every effort to meet such times or dates, we cannot be liable to you in respect of delay. Times we specify on the Sites correspond to the current average times provided by our applicable partners and vendors. If we are not able to deliver the product, we will refund your payments on request.
3. Risk of Loss. Risk of loss or damage to the product passes to you on its delivery. If you refuse or fail to take delivery of products provided in accordance with this Agreement, you are liable for any risk of loss or damage to the products and without prejudice to any other rights or remedies, we are entitled to: (a) demand the immediate payment in full for the products delivered and either (i) to effect delivery by whatever means we consider appropriate, or (ii) to store products at your risk; (b) demand all costs of products storage and any additional costs we incur as a result of your refusal or failure to take delivery; or (c) thirty (30) days after the agreed date for delivery, we may dispose of the products in such manner as we determine and may set off any proceeds of sale against any sums due from you.
1. Download Procedure. As soon as your payment is processed, you receive an e-mail providing a link that gives you the access to the download space. Your product will be available to download up to one month after purchase.
2. Backup CD Option. When you order your product, you may have an option to order a “Backup CD”. This option allows you to receive a custom CD of the product you have download. This way, you can instantly start using the downloaded product, but also have a backup copy if you ever have to re-install it on your device.
3. Extended Download Period. Based on the product, you may have the option to subscribe to our “extended download period” which means that your product is available for you to download for up to 2 years after the purchase date.
Return of Products:
Please consult the applicable product’s EULA for return information. Except as expressly provided for otherwise, you are responsible for paying any costs associated with returning product unless such product is defective, in which case Avanquest will pay associated costs. The risk of loss or risk of damage to any returned product passes to us only upon our receipt.
DISCLAIMER OF WARRANTIES: THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. AVANQUEST HEREBY DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED AND STATUTORY), INCLUDING WITHOUT LIMITATION, ALL WARRANTIES (A) WITH RESPECT TO THE SERVICES (INCLUDING WITHOUT LIMITATION THE QUALITY, AVAILABILITY, PERFORMANCE, FUNCTIONALITY AND COMPATABILITY WITH ANY OTHER SERVICE OR PRODUCT), (B) WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE SERVICES, (C) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (D) OF NON-INFRINGEMENT, (E) OF MERCHANTABILITY AND (F) OF FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE, SUPPORT, MAINTENANCE OR INFORMATION GIVEN BY AVANQUEST, AVANQUEST’S REPRESENTATIVES, AUTHORIZED SUPPORTERS OR OTHER USERS SHALL CREATE A WARRANTY. THE FOREGOING DISCLAIMERS SHALL APPLY, WITHOUT LIMITATION, TO ALL SUPPORT AND MAINTENANCE PROVIDED TO YOU BY AVANQUEST AND/OR ANY OTHER USERS.
LIMITATION OF LIABILITY: AVANQUEST SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE OF THE SERVICES CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT SHALL AVANQUEST BE LIABLE UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION, OR LOSS OF GOODWILL OR OPPORTUNITY) WHETHER OR NOT AVANQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. AVANQUEST SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY. IN ANY EVENT, AVANQUEST’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IS YOUR RIGHT TO DISCONTINUE USE OF THE SERVICES. IN NO EVENT SHALL AVANQUEST’S LIABILITY TO YOU EXCEED THE GREATER OF FIFTY DOLLARS ($50.00) OR ANY AMOUNTS ACTUALLY PAID BY YOU TO AVANQUEST FOR THE SERVICES IN DISPUTE DURING THE ONE YEAR PRECEDING THE CLAIM, WHICHEVER IS LESS. NO ACTION, REGARDLESS OF FORM, ARISING FROM, BASED ON OR RELATED TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE EVENT WHICH GIVES RISE TO THE APPLICABLE CAUSE OF ACTION. YOUR RIGHTS MAY VARY FROM STATE TO STATE, AND SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY DAMAGES AS CONTAINED IN THIS AGREEMENT. IN SUCH JURISDICTIONS, AVANQUEST’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATIONS SHALL APPLY, WITHOUT LIMITATION, TO ALL SUPPORT AND MAINTENANCE PROVIDED TO YOU BY AVANQUEST AND/OR ANY OTHER USERS.
Indemnification: You shall defend and hold harmless Avanquest (and its owners, directors, officers, employees, affiliates, agents, representatives, successors and assigns) from and against any third party claim, action, suit or proceeding that arises from, is based on or related to your breach of this Agreement or any unauthorized use of the Services and indemnify Avanquest for all losses, damages, expenses and costs (including reasonable attorneys’ fees) incurred by Avanquest as a result of any such claim, action, suit or proceeding.
VENUE, GOVERNING LAW, DISPUTE RESOLUTION AND CLASS ACTION WAIVER: ANY LEGAL ACTION OR DISPUTE BASED ON, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE VENUE, GOVERNING LAW, DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER PROVISIONS OF THE APPLICABLE EULA.
Reservation of Rights: Avanquest reserves all rights not expressly granted to you by this Agreement.
Survival: The following provisions shall survive the expiration or termination of this Agreement: disclaimer of warranties, exclusions of damages, limitation of liability, indemnification, benefit of provisions, venue, governing law, dispute resolution and class action waiver and reservation of rights.
Benefit of Provisions: All provisions of this Agreement that disclaim warranties, exclude damages and limit liability shall be for the benefit of Avanquest and our affiliates, partners, licensors, vendors and similar parties.
Last updated: 10/1/2014