Access to and use of this web site is subject to the following terms and conditions and all applicable laws. Read the Terms of Use Agreement before accessing additional pages of this website.

TERMS OF USE AGREEMENT

This Terms of Use Agreement was last updated on July 24, 2009. Any changes to these terms will be posted on this page and will be effective immediately upon posting.

This Terms of Use Agreement (the "Agreement") sets forth the standards of use of the DigiNotas Inc website. By using the website (www.diginotasinc.com), you agree to the terms and conditions herein. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. DIGINOTAS reserves the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Your continued use of the website after amendments are posted constitutes an acknowledgement and acceptance of this Agreement and its modifications. Except as provided in this provision, this Agreement may not be amended.

Disclaimer of Warranties

This website is provided by DigiNotas Inc ("DIGINOTAS") on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, DIGINOTAS makes no representations or warranties of any kind, express or implied, regarding the use or the results of this website in terms of its correctness, accuracy, reliability, or otherwise. DIGINOTAS shall have no liability for any interruptions in the use of this website and disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, in such cases the above-referenced exclusion does not apply.

1. Limitation of Liability
DIGINOTAS SHALL NOT be liable for any damages whatsoever, and in particular, DigiNotas shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to this website or the information contained in it, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if DIGINOTAS has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH CASES SOME OF THE ABOVE LIMITATIONS DO NOT APPLY.

2. Modifications and Interruption to Service
DIGINOTAS reserves the right to modify or discontinue the availability of this website or any component thereof with or without notice. DIGINOTAS shall not be liable should it exercise its right to modify or discontinue the availability of this website or any component thereof. By accessing or using this website, you acknowledge and accept that DIGINOTAS does not guarantee continuous, uninterrupted or secure access to this website and operation of such may be interfered with or adversely affected by numerous factors or circumstances outside of its control.

3. Third-Party Sites
This website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. Such links are provided only as a convenience and you acknowledge that DIGINOTAS is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each individual site, and DIGINOTAS is not responsible for such websites in any manner.

4. Disclaimer Regarding Accuracy of Vendor Information
Any third-party product specifications and other similar information have either been provided by their respective vendors or collected from publicly available sources. While DIGINOTAS makes every effort to ensure that the information on this website is accurate, it makes no representations or warranties as to the accuracy or reliability of any information provided on this website. Furthermore, DIGINOTAS makes no warranties or representations whatsoever with regard to any product provided or offered by any third-party, and you acknowledge that any reliance on representations and warranties provided by any third-party shall be at your own risk.

5. Botnets
DIGINOTAS retains the right, at its sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, DIGINOTAS reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at its discretion.

6. Law and Compliance
You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use this website in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material to DIGINOTAS or this website that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

7. Other
If any provision of this Agreement is proved to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) will not be affected thereby and will remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by DIGINOTAS, in its sole discretion, to a third party in the event of a merger or acquisition involving DIGINOTAS. This Agreement applies in addition to, and shall not be superseded by, any other written agreement between you and DIGINOTAS in relation to your use of any DIGINOTAS-owned website. You agree that by accepting this Agreement, you consent to the use and disclosure of your personally identifiable information and other practices described below in the Privacy Policy.

TERMS AND CONDITIONS OF THE SALE

1. Scope & Application
THESE CONDITIONS OF SALE ("CONDITIONS") APPLY TO ALL OFFERS, SALES AND PURCHASES OF PRODUCTS (INCLUDING, WITHOUT LIMITATION, HARDWARE AND/OR SOFTWARE) ("PRODUCTS") OR SERVICES ("SERVICES") WHICH ARE SOLD THROUGH THE WEBSITE ON WHICH WE POST THESE CONDITIONS ("SITE") BY: (A) US, DIGINOTAS INC. (REFERENCES TO "US", "WE" OR "OUR" BEING CONSTRUED ACCORDINGLY) THE SELLER, TO (B) YOU, THE PURCHASER (REFERENCES TO "YOU" OR "YOUR" BEING CONSTRUED ACCORDINGLY).

1.2
ALL PURCHASES ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE APPLICABLE RETURNS POLICY.

2. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE

2.1
Any prices, quotations and descriptions made or referred to on this Site are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).

2.2
While we make every effort to ensure that items appearing on the Site are available, we cannot guarantee that al items are in stock or immediately available when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item.

2.3
An order submitted by you constitutes an offer by you to us to purchase Products or Services on these Conditions and is subject to our subsequent acceptance.

2.4
Prior to such acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.

2.5
Our acceptance of your order takes effect and the contract concluded at the point where such offer is expressly accepted by us dispatching your order/commencing Services and accepting your credit card or other payment ("Acceptance").

2.6
We may keep records of orders received, acknowledgements, acceptances and other contract records for a reasonable period after Acceptance. We may be able to provide you with copies on written request; however you must make sure you print a copy of all such documents and these Conditions for your own records.

3. YOUR REPRESENTATIONS

3.1
You represent that information provided by you when placing your order is up-to-date materially accurate and is sufficient for us to fulfill your order.

3.2
You are responsible for maintaining and promptly updating your account information with us for accuracy and completeness and keeping such information (and any passwords given to you for the purposes of accessing the Site and/or purchasing Products) secure against unauthorized access.

3.3
Unless agreed otherwise or required by applicable law, any warranties provided in relation to Products or Services only extend to you on the understanding that you are a user and not a reseller of those Products or Services.

3.4
No warranty, commitment or any other obligation should ever be assumed by you on our behalf or on behalf of a Product manufacturer, licensor or supplier without our express prior written consent.

4. PRICE AND TERMS OF PAYMENT (NOTE: WE CANNOT CONFIRM PRICES PRIOR TO ACCEPTANCE OF YOUR ORDER)

4.1
Prices payable for Products or Services are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed. Prices may be indicated on the Site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance.

4.2
We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labour or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any mistakes in Product descriptions or errors in pricing prior to product dispatch. In such event if you choose to continue with fulfillment of the order, you acknowledge that the Product or Service will be provided in accordance with such revised description or corrected price.

4.3
You agree to pay for taxes, shipping or carriage of Products as such costs are specified by us on the Site when you submit your purchase order.

4.4
Payment shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement).

4.5
Except as expressly provided elsewhere in these Conditions or the Site, payment may be taken in full notwithstanding any claim for short delivery or defects.

4.6
We will charge credit or debit cards on dispatch of the Product or commencement of Services. We reserve the right to verify credit or debit card payments prior to Acceptance.

4.7
Where the payment is invoiced, each invoice shall be due on and made in full within thirty (30) days of the date of relevant invoice. If at any time you fail to pay any amount due on the relevant due date, we may by notice declare all invoiced amounts unpaid at that date to be immediately due and payable.

4.8
No counterclaim or set-off may be deducted from any payment due without our written consent. We may also take action against you for the price of Products at any time after payment has become due even though property in those Products may not yet have passed to you.

4.9
Any extension of credit allowed to you may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgement). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.

5. TERMINATION

5.1
If you commit an act of bankruptcy or enter into a deed of arrangement with creditors or a court order for winding-up is made against you or you take or suffer any similar action in consequence of debt or we have cause to believe that you are unable to pay your debts as they fall due; or you fail to pay any amount by the due date or breach any of these Conditions then, without prejudice to any of our other rights, we may:-

5.1.1
stop any Products in transit; and/or

5.1.2
suspend further Product deliveries; and/or

5.1.3
stop or suspend provision of Services; and/or

5.1.4
by written notice to terminate your order and all or any other contracts between us and you.

6. DELIVERY AND RISK

6.1
Delivery timescales/dates specified on the Site, in any order acknowledgement, acceptance or elsewhere are estimates only. While we endeavour to meet such timescales or dates, we do not undertake to dispatch Products and/or commence Services by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.

6.2
Delivery shall be to a valid address within the Territory submitted by you and subject to Acceptance ("Delivery Address"). You must check the Delivery Address on any acknowledgement or acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.

6.3
If you refuse or fail to take delivery of Products provided in accordance with these Conditions, any risk of loss or damage to the Products shall nonetheless pass and without prejudice to any other rights or remedies we have:-

6.3.1
We shall be entitled to immediate payment in full for the Products or Services delivered and either to effect delivery by whatever means we consider appropriate or to store Products at your risk;

6.3.2
You shall be liable pay on demand all costs of Product storage and any additional costs incurred as a result of such refusal or failure to take delivery;

6.3.3
We shall be entitled 30 days after the agreed date for delivery to dispose of Products in such manner as we determine and may set off any proceeds of sale against any sums due from you.

6.4
Except to the extent required as a result of any mandatory rights you have as a consumer under applicable law, you shall not be entitled to reject the Products in whole or in part by reason of short delivery and shall pay in full notwithstanding short delivery or non-delivery unless you notify us in writing of any claim within 7 days of the latest of the date of receipt of the relevant invoice or delivery whereupon you shall pay for the quantity actually delivered.

6.5
Where we deliver Products by installments, each installment constitutes a separate contract and any defect in any one or more installments shall not entitle you to repudiate the contract as a whole nor to cancel any subsequent installment.

6.6
Save as otherwise provided in these Conditions, risk of loss of or damage to the Products passes to you on delivery or when placed in your possession or that of any carrier or transport provided by you, whichever shall occur first.

INTELLECTUAL PROPERTY

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is (c)2009 DigiNotas Inc, with all rights reserved, or the property of third parties protected by intellectual property rights and licensed for use by DIGINOTAS. Any use of materials on this website, including reproduction for purposes other than those provided above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of DIGINOTAS is strictly prohibited. By accessing this website, you agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy any DIGINOTAS-owned web page or the content contained therein without prior written permission of an authorized officer of DIGINOTAS.

DigiNotas Inc(TM), the DigiPort(TM), and the DIGINOTAS logo are all registered trademarks of DigiNotas Inc in the United States and other countries. Use of any DIGINOTAS intellectual property is subject to DIGINOTAS terms and guidelines, available from DIGINOTAS upon request. DIGINOTAS's trademarks may not be used in connection with any product or service that is not provided by DIGINOTAS in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits DIGINOTAS.

All other trademarks displayed on this website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those owners unless otherwise stated. In addition, use of such trademarks or links to the web sites of their owners or other third parties is not intended to imply, directly or indirectly, that such owners or third parties endorse or have any affiliation with DIGINOTAS unless otherwise stated.

License agreements for DIGINOTAS products vary per product and installation.

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