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Home > Terms & Conditions
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Worldwide Computers Terms &
Conditions
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PLEASE READ THESE TERMS AND CONDITIONS OF USE VERY
CAREFULLY.
By accessing or otherwise using this Website
("Website") you agree to be bound by these terms and
conditions of use.
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Changes to the Terms and Conditions
WORLDWIDE COMPUTERS may change these terms and conditions of
use at any time, without prior notice. If you access or use
the Website after WORLDWIDE COMPUTERS posts a change, you
accept that change. If you do not accept the change, do not
access or use the Website. You should check these terms and
conditions of use periodically.
Access and Use of the Website
WORLDWIDE COMPUTERS grants you a limited license to access
and use the Website, including to display, copy, distribute
and download its content, only for your personal,
non-commercial use and provided that you do not modify the
Website, its content, or any copyright or other proprietary
notices. This license terminates automatically if you breach
any of these terms and conditions of use. Upon termination,
you must immediately destroy all copies in your possession.
Unauthorized use of the Website or any content may violate
copyright laws, trademark laws, the laws of privacy and
publicity, and communications regulations and statutes.
Restrictions on Use of the Website
Except as expressly authorized above, you may not copy,
modify, distribute, download, display, transfer, post, or
transmit the Website or its content in any form without
WORLDWIDE COMPUTERS' prior written permission.
The following activities are also expressly prohibited
without WORLDWIDE COMPUTERS' prior written permission: any
non-personal or commercial use; use of any robot, spider,
other automatic device, or manual process to monitor or copy
the Website or any of its content; "mirroring" the Website
or any content on any other server; collection or use of
product listings, descriptions, or prices for a supplier of
competitive or comparable products; and any action that
imposes an unreasonable or disproportionately large load on
the Website or otherwise interferes with its functioning.
Posting and Transmitting to the Website
Except for information that is subject to the WORLDWIDE
COMPUTERS Privacy Policy, WORLDWIDE COMPUTERS will not treat
information you post or transmit to the Website as
confidential or proprietary. By sending information to
WORLDWIDE COMPUTERS through the Website (by transmitting,
posting, or otherwise), you agree that WORLDWIDE COMPUTERS
may use that information in any way, for any purpose,
including WORLDWIDE COMPUTERS’ own commercial purposes,
subject only to the WORLDWIDE COMPUTERS Privacy Policy.
You may not post or transmit any threatening, defamatory,
sexually graphic, inflammatory, profane, or other
inappropriate material. WORLDWIDE COMPUTERS reserves the
right to edit or remove any post or transmission that, in
its judgment, is not appropriate.
Accuracy of Information and Disclaimer of Warranty
WORLDWIDE COMPUTERS has made every effort to present the
content on the Website accurately, but additions, deletions
and changes may occur.
Content on the Website is provided “as is”; neither
WORLDWIDE COMPUTERS nor its representatives make any
representation or warranty with respect to the content.
WORLDWIDE COMPUTERS and its representatives specifically
disclaim, to the fullest extent permitted by law, any and
all warranties, express or implied, relating to the Website
or its content, including but not limited to, implied
warranties of merchantability, completeness, timeliness,
correctness, non-infringement, or fitness for any particular
purpose.
Limitation of Liability
Under no circumstances will WORLDWIDE COMPUTERS or its
affiliates have any liability with respect to any claims or
damages (whether direct or indirect, special, incidental,
consequential or punitive) as a result of your access or use
of (or inability to access or use) this Website or its
content, even if they have been advised of the possibility
of such damages. You access and use this Website at your own
risk.
Links to this Website
WORLDWIDE COMPUTERS grants you a limited, revocable, and
nonexclusive right to create a hyperlink to the home page of
the Website so long as the link does not portray WORLDWIDE
COMPUTERS or its products or services in a false,
misleading, derogatory, or offensive matter. You may not use
the WORLDWIDE COMPUTERS logo, WORLDWIDE COMPUTERS trademark,
or WORLDWIDE COMPUTERS’ name or trademarks, or other
proprietary graphic in the link without the prior written
permission of WORLDWIDE COMPUTERS.
Links to Third Party Websites
WORLDWIDE COMPUTERS does not review or control third party
Websites that link to or from the Website, is not
responsible for their content, and does not represent that
their content is accurate or appropriate. Your use of such
third party site is on your own initiative and at your own
risk and may be subject to the other sites’ terms of use.
Ownership
The material provided on this Website is protected by law,
including, but not limited to, United States copyright law
and international treaties. The copyright in the content of
the Website is owned by WORLDWIDE COMPUTERS or others.
Except for the limited rights granted above, all other
rights are reserved.
All trademarks are the property of their respective owners.
Some images are courtesy of manufacturers.
For Use in the United States
This Website is controlled and operated by WORLDWIDE
COMPUTERS from its offices within the United States.
WORLDWIDE COMPUTERS does not represent that the Website is
appropriate or available for use elsewhere; access to the
Website from locations where its contents are illegal is not
authorized. If you access this Website from outside the
United States, you do so on your own initiative and at your
own risk.
Privacy
Please review the WORLDWIDE COMPUTERS Privacy Policy, which
also governs your visit to this Website.
Terms and Conditions of Product Sales and Service Projects
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PLEASE READ THESE TERMS AND CONDITIONS VERY
CAREFULLY.
THE TERMS AND CONDITIONS OF PRODUCT SALES AND
SERVICE PROJECTS ARE LIMITED TO THOSE CONTAINED
HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR
CONDITIONS IN ANY FORM DELIVERED BY YOU ("CUSTOMER")
ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND
NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS
HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING
THE WORLDWIDE COMPUTERS AFFILIATE IDENTIFED ON THE
INVOICE, STATEMENT OF WORK OR OTHER WORLDWIDE
COMPUTERS DOCUMENTATION ("SELLER") TO PROVIDE
PRODUCT OR PERFORM OR PROCURE ANY SERVICES, CUSTOMER
AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND
CONDITIONS UNLESS CUSTOMER AND SELLER HAVE SIGNED A
SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE
AGREEMENT WILL GOVERN.
ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR
SERVICES AND RESULTS THEREOF POSTED ON THE WEBSITE
DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN
SELLER AND CUSTOMER. |
Important Information About These Terms and Conditions
These Terms and Conditions constitute a binding contract
between Customer and Seller and are referred to herein as
either "Terms and Conditions" or this "Agreement". Customer
accepts these Terms and Conditions by making a purchase from
or placing an order with Seller or shopping on Seller's
Website (the "Site") or otherwise requesting products (the
“Products”) or engaging Seller to perform or procure any
Services (as this and all capitalized terms are defined
herein). These Terms and Conditions are subject to change
without prior notice, except that the Terms and Conditions
posted on the Site at the time Customer places an order or
signs a Statement of Work will govern the order in question,
unless otherwise agreed in writing by Seller and Customer.
Customer consents to receiving electronic records, which may
be provided via a Web browser or e-mail application
connected to the Internet; individual consumers may withdraw
consent to receiving electronic records or have the record
provided in non-electronic form by contacting Seller. In
addition, Internet connectivity requires access services
from an Internet access provider. Contact your local access
provider for details. Electronic signatures (or copies of
signatures sent via electronic means) are the equivalent of
written and signed documents.
Customer may issue a purchase order for administrative
purposes only. Additional or different terms and conditions
contained in any such purchase order will be null and void.
No course of prior dealings between the parties and no usage
of trade will be relevant to determine the meaning of these
Terms and Conditions or any purchase order or invoice, or
any document in electronic or written form that is signed
and delivered by each of the parties for the performance of
Services other than Third Party Services (each, a “Statement
of Work”). This Agreement contains the entire understanding
of the parties with respect to the matters contained herein
and supersedes and replaces in its entirety any and all
prior communications and contemporaneous agreements and
understandings, whether oral, written, electronic or
implied, if any, between the parties with respect to the
subject matter hereof.
Governing Law
THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE
SERVICES HEREUNDER AND ANY SALE OF PRODUCTS HEREUNDER WILL
BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION,
ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT
EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND CUSTOMER CONSENTS
TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED
THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE
RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE
EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH
RESPECT TO ANY SUCH PROCEEDING. Except in the case of
nonpayment, neither party may institute any action in any
form arising out of these Terms and Conditions more than one
(1) year after the cause of action has arisen. The rights
and remedies provided Seller under these Terms and
Conditions are cumulative, are in addition to, and do not
limit or prejudice any other right or remedy available at
law or in equity.
Title; Risk of Loss
If Customer provides Seller with Customer’s carrier account
number or selects a carrier other than a carrier that
regularly ships for Seller, title to Products and risk of
loss or damage during shipment pass from Seller to Customer
upon delivery to the carrier (F.O.B. Origin, freight
collect). For all other shipments, title to Products and
risk of loss or damage during shipment pass from Seller to
Customer upon delivery to the specified destination (F.O.B.
Destination, freight prepaid and added). Notwithstanding the
foregoing, title to software will remain with the applicable
licensor(s), and Customer's rights therein are contained in
the license agreement between such licensor(s) and Customer.
A purchase money security interest is retained in the
Products to secure payment in full. Customer authorizes
Seller to file a financing statement reflecting such
security interest, and, if requested, Customer will record
such purchase money security interest on its books.
Services
Customers may order services (collectively, "Services") from
or through Seller from time to time. Certain Services,
including, but not limited to, extended warranty service by
manufacturers, are sold by Seller as a distributor or sales
agent ("Third Party Services").
In the case of Third Party Services, the third party shall
be the party responsible for providing the services to the
Customer and Customer will look solely to the third party
for any loss, claims or damages arising from or related to
the provision of such Third Party Services. Customer hereby
releases Seller and the entities that control, are
controlled by, or are under common control with Seller
(“Affiliates”) from any and all claims arising from or
relating to the purchase or provision of any such Third
Parties Services. Any amounts, including, but not limited
to, taxes, associated with Third Party Services which may be
collected by Seller will be collected solely in the capacity
as an independent sales agent.
Where Services are ordered in a Statement of Work, each
Statement of Work hereby incorporates these Terms and
Conditions and constitutes a separate agreement with respect
to the Services performed. Seller, or any of its Affiliates
on behalf of Seller, may execute a Statement of Work. In the
event of an addition to or a conflict between any term or
condition of the Statement of Work and these Terms and
Conditions, the terms and conditions of this Agreement will
control, except as expressly amended in the applicable
Statement of Work by specific reference to this Agreement.
Each such amendment will be applicable only with respect to
such Statement of Work and not to future Statements of Work.
Changes to the scope of the Services described in a
Statement of Work will be made only in a writing executed by
authorized representatives of both parties. Seller will have
no obligation to commence work in connection with any such
change, unless and until the change is agreed upon in that
writing executed by both parties. All such changes to the
scope of the Services will be governed by these Terms and
Conditions and the applicable Statement of Work. Each
Statement of Work may be signed in separate counterparts
each of which shall be deemed an original and all of which
together will be deemed to be one original.
Cooperation
In addition to any specific Customer duties set forth in any
applicable Statement of Work, Customer agrees to cooperate
with Seller in connection with performance of the Services
by providing (i) timely responses to Seller's inquiries and
requests for approvals and authorizations, (ii) access to
any information or materials reasonably requested by Seller
which are necessary or useful as determined by Seller in
connection with providing the Services, including, but not
limited to, physical and computer access to Customer's
computer systems, and (iii) all Required Consents necessary
for Seller to provide the Services. "Required Consents"
means consents or approvals required to give Seller, its
Affiliates, and its and their subcontractors the right or
license to access, use and modify all data and third party
products. Customer acknowledges and agrees that the Services
are dependent upon the completeness and accuracy of
information provided by Customer and the knowledge and
cooperation of the agents, employees or subcontractors
(“Personnel”) engaged or appointed by Customer who are
selected by Customer to work with Seller.
Seller will follow all reasonable Customer security rules
and procedures, as communicated in writing by Customer to
Seller from time to time.
Access
Seller may perform the Services at Customer's place of
business, at Seller's own facilities or such other locations
as Seller and Customer deem appropriate. When the Services
are performed at Customer's premises, Seller will attempt to
perform such Services within Customer's normal business
hours unless otherwise jointly agreed to by the parties.
Customer will also provide Seller access to Customer's staff
and any other Customer resources (and when the Services are
provided at another location designated by Customer, the
staff and resources at such location) that Seller determines
are useful or necessary for Seller to provide the Services.
When the Services are provided on Customer's premises or at
another location designated by Customer, Customer agrees to
maintain adequate insurance coverage to protect Seller and
Customer's premises and to indemnify and hold Seller and its
Affiliates, and its and their agents and employees harmless
from any loss, cost, damage or expense (including, but not
limited to, attorneys' fees and expenses) arising out of any
product liability, death, personal injury or property damage
or destruction occurring at such location in connection with
the performance of the Services, other than solely as a
result of Seller's gross negligence or willful misconduct.
Payment
Orders are not binding upon Seller until accepted by Seller.
Customer agrees to pay the total purchase price for the
Products plus shipping (to the extent shipping is not
prepaid by Customer), including shipping charges that are
billed to Seller as a result of using Customer's carrier
account number. Terms of payment are within Seller's sole
discretion. In connection with Services being performed
pursuant to a Statement of Work, Customer will pay for the
Services in the amounts and in accordance with any payment
schedule set forth in the applicable Statement of Work. If
no payment schedule is provided, Customer will pay for the
Services as invoiced by Seller. Invoices are due and payable
within the time period specified on the invoice, measured
from the date of invoice, subject to continuing credit
approval by Seller. Seller, or any of its Affiliates on
behalf of Seller may issue an invoice to Customer. Seller
may invoice Customer separately for partial shipments, and
Seller may invoice Customer for all of the Services
described in a Statement of Work or any portion thereof.
Customer agrees to pay interest on all past-due sums at the
lower of one and one-half percent (1.5%) per month or the
highest rate allowed by law. Customer will pay for, and will
indemnify and hold Seller and its Affiliates harmless from,
any applicable sales, use, transaction, excise or similar
taxes and any federal, state or local fees or charges
(including, but not limited to, environmental or similar
fees), imposed on, in respect of or otherwise associated
with any Statement of Work, the Products or the Services.
Customer must claim any exemption from such taxes, fees or
charges at the time of purchase and provide Seller with the
necessary supporting documentation. In the event of a
payment default, Customer will be responsible for all of
Seller’s costs of collection, including, but not limited to,
court costs, filing fees and attorneys’ fees. In addition,
if payments are not received as described above, Seller
reserves the right to suspend Services until payment is
received.
Except as otherwise specified on an applicable Statement of
Work, Customer will reimburse Seller for all reasonable
out-of-pocket expenses incurred by Seller in connection with
the performance of the Services, including, but not limited
to, travel and living expenses.
Export Sales
If this transaction involves an export of items (including,
but not limited to, commodities, software or technology)
subject to the Export Administration Regulations, such items
were exported from the United States by Seller in accordance
with the Export Administration Regulations. Customer agrees
that it will not divert, use, export or re-export such items
contrary to United States law. Customer expressly
acknowledges and agrees that it will not export, re-export,
or provide such items to any entity or person within any
country that is subject to United States economic sanctions
imposing comprehensive embargoes without obtaining prior
authorization from the United States Government. The list of
such countries subject to United States economic sanctions
or embargoes may change from time to time but currently
includes Cuba, Iran, Sudan, and Syria. Customer also
expressly acknowledges and agrees that it will not export,
re-export, or provide such items to entities and persons
that are ineligible under United States law to receive such
items, including but not limited to, any person or entity on
the United States Treasury Department’s list of Specially
Designated Nationals or on the United States Commerce
Department’s Denied Persons List, Entity List, or Unverified
List. In addition, manufacturers' warranties for exported
Products may vary or may be null and void for Products
exported outside the United States.
Warranties
Customer understands that Seller is not the manufacturer of
the Products purchased by Customer hereunder and the only
warranties offered are those of the manufacturer, not Seller
or its Affiliates. In purchasing the Products, Customer is
relying on the manufacturer’s specifications only and is not
relying on any statements, specifications, photographs or
other illustrations representing the Products that may be
provided by Seller or its Affiliates. SELLER AND ITS
AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER
EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF
NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY
SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES
NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY.
Customer expressly waives any claim that it may have against
Seller or its Affiliates based on any product liability or
infringement or alleged infringement of any patent,
copyright, trade secret or other intellectual property
rights (each a “Claim”) with respect to any Product and also
waives any right to indemnification from Seller or its
Affiliates against any such Claim made against Customer by a
third party. Customer acknowledges that no employee of
Seller or its Affiliates is authorized to make any
representation or warranty on behalf of Seller or any of its
Affiliates that is not in this Agreement.
Seller warrants that the Services will be performed in a
good and workmanlike manner. Customer's sole and exclusive
remedy and Seller's entire liability with respect to this
warranty will be, at the sole option of Seller, to either
(a) use its reasonable commercial efforts to reperform or
cause to be reperformed any Services not in substantial
compliance with this warranty or (b) refund amounts paid by
Customer related to the portion of the Services not in
substantial compliance; provided, in each case, Customer
notifies Seller in writing within five (5) business days
after performance of the applicable Services. EXCEPT AS SET
FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY
AMENDS SELLER'S WARRANTY, AND SUBJECT TO APPLICABLE LAW,
SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER,
REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER
EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE,
ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO
THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD
PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE
OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND
ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE
SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF
THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT
NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS
AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF
OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS
AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING
SELLER'S WARRANTY.
Customer shall be solely responsible for daily back-up and
other protection of its data and software against loss,
damage or corruption. Customer shall be solely responsible
for reconstructing data (including but not limited to data
located on disk files and memories) and software that may be
lost, damaged or corrupted during the performance of
Services. SELLER, ITS AFFILIATES, AND ITS AND THEIR
SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND
SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN
CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND
SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR
CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR
RESULTING FROM THE SERVICES.
Seller will not be responsible for and no liability shall
result to Seller or any of its Affiliates for any delays in
delivery or in performance which result from any
circumstances beyond Seller’s reasonable control, including,
but not limited to, Product unavailability, carrier delays,
delays due to fire, severe weather conditions, failure of
power, labor problems, acts of war, terrorism, embargo, acts
of God or acts or laws of any government or agency. Any
shipping dates or completion dates provided by Seller or any
purported deadlines contained in a Statement of Work or any
other document are estimates only.
Pricing Information; Availability Disclaimer
Seller reserves the right to make adjustments to pricing,
Products and Service offerings for reasons including, but
not limited to, changing market conditions, Product
discontinuation, Product unavailability, manufacturer price
changes, supplier price changes and errors in
advertisements. All orders are subject to Product
availability and the availability of Personnel to perform
the Services. Therefore, Seller cannot guarantee that it
will be able to fulfill Customer’s orders. If Services are
being performed on a time and materials basis, any estimates
provided by Seller are for planning purposes only.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL
SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,
SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS,
REVENUES OR SAVINGS , EVEN IF SELLER HAS BEEN ADVISED OF THE
POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE
OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY
SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT,
WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF
LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST
CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING
OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF
ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS
AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR
OTHERWISE RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY
UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED
OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY
INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE
LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY
CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE
DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING
RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO
THE CLAIM; OR (B) $50,000.00.
Limited License
Customer's sole rights to the work product, materials and
other deliverables to be provided or created (individually
or jointly) in connection with the Services, including but
not limited to, all inventions, discoveries, methods,
processes, formulae, ideas, concepts, techniques, know-how,
data, designs, models, prototypes, works of authorship,
computer programs, proprietary tools, methods of analysis
and other information (whether or not capable of protection
by patent, copyright, trade secret, confidentiality, or
other proprietary rights) or discovered in the course of
performance of this Agreement that are embodied in such work
or materials ("Work Product") will be, upon payment in full,
a non-transferable, non-exclusive, royalty-free license to
use such Work Products solely for Customer's internal use.
Customer will have no ownership or other property rights
thereto and Customer shall have no right to use any such
Work Product for any other purpose whatsoever. Customer
acknowledges that Sellers may incorporate intellectual
property created by third parties into the Work Product
(“Third Party Intellectual Property”). Customer agrees that
its right to use the Work Product containing Third Party
Intellectual Property may be subject to the rights of third
parties and limited by agreements with such third parties.
Confidential Information
Each party anticipates that it may be necessary to provide
access to information of a confidential nature of such
party, the Affiliates or a third party (hereinafter referred
to as "Confidential Information") to the other party in the
performance of this Agreement and any Statement of Work.
"Confidential Information" means any information or data in
oral, electronic or written form which the receiving party
knows or has reason to know is proprietary or confidential
and which is disclosed by a party in connection with this
Agreement or which the receiving party may have access to in
connection with this Agreement, including but not limited to
the terms and conditions of each Statement of Work.
Confidential Information will not include information which:
(a) becomes known to the public through no act of the
receiving party; (b) was known to the receiving party, or
becomes known to the receiving party from a third party
having the right to disclose it and having no obligation of
confidentiality to the disclosing party with respect to the
applicable information; or (c) is independently developed by
agents, employees or subcontractors of the receiving party
who have not had access to such information. To the extent
practicable, Confidential Information should be clearly
identified or labeled as such by the disclosing party at the
time of disclosure or as promptly thereafter as possible,
however, failure to so identify or label such Confidential
Information will not be evidence that such information is
not confidential or protectable.
Each party agrees to hold the other Party's Confidential
Information confidential for a period of three (3) years
following the date of disclosure and to do so in a manner at
least as protective as it holds its own Confidential
Information of like kind but to use no less than a
reasonable degree of care. Disclosures of the other Party's
Confidential Information will be restricted (i) to those
individuals who are participating in the performance of this
Agreement or the applicable Statement of Work and need to
know such Confidential Information for purposes of providing
or receiving the Products or Services or otherwise in
connection with this Agreement or the applicable Statement
of Work, or (ii) to its business, legal and financial
advisors, each on a confidential basis. Each party agrees
not to use any Confidential Information of the other Party
for any purpose other than the business purposes
contemplated by this Agreement and the applicable Statement
of Work. Upon the written request of a party, the other
party will either return or certify the destruction of the
Confidential Information of the other party.
If a receiving party is required by law, rule or regulation,
or requested in any judicial or administrative proceeding or
by any governmental or regulatory authority, to disclose
Confidential Information of the other Party, the receiving
party will give the disclosing party prompt notice of such
request so that the disclosing party may seek an appropriate
protective order or similar protective measure and will use
reasonable efforts to obtain confidential treatment of the
Confidential Information so disclosed.
Return Privileges
To obtain Seller's return policy, Customer should contact
WORLDWIDE COMPUTERS Customer Relations at 800.700.4776 or
email at
Customer Relations.
Customer must notify WORLDWIDE COMPUTERS Customer Relations
of any damaged Products within ten (10) days of receipt. FOR
PRODUCTS PURCHASED FROM WORLDWIDE COMPUTERS, CUSTOMER SHOULD
CONTACT ITS ACCOUNT MANAGER FOR SPECIFIC RETURN POLICIES.
Termination
Either party may terminate performance of a Service or a
Statement of Work for cause if the other party fails to cure
a material default in the time period specified herein. Any
material default must be specifically identified in a
written notice of termination. After written notice, the
notified party will, subject to the provision of warranties
herein, have thirty (30) days to remedy its performance
except that it will only have ten (10) days to remedy any
monetary default. Failure to remedy any material default
within the applicable time period provided for herein will
give cause for immediate termination, unless such default is
incapable of being cured within the time period in which
case the defaulting party will not be in breach (except for
Customer’s payment obligations) if it used its reasonable
efforts to cure the default. In the event of any termination
of the Services or a Statement of Work, Customer will pay
Seller for all Services performed and expenses incurred up
to and including the date of termination plus any
termination fee if one is set forth in the applicable
Statement of Work. In such event Customer will also pay
Seller for any out-of-pocket demobilization or other direct
costs resulting from termination. Upon termination, all
rights and obligations of the parties under this Agreement
will automatically terminate except for any right of action
occurring prior to termination, payment obligations and
obligations that expressly or by implication are intended to
survive termination (including, but not limited to,
limitation of liability, indemnity, confidentiality, or
licensing of Work Product and this survival provision).
Provisions Related to Custom Imaging
If in connection with the provision of Products or Services,
Customer desires to have Seller provide installation of
custom software images, Customer will be required to execute
an Installation Indemnity Agreement, a form of which is
provided at
http://www.Worldwide Computers.com/forms/indemnity/app.asp
Arbitration
Any claim, dispute, or controversy (whether in contract,
tort or otherwise, whether preexisting, present or future,
and including, but not limited to, statutory, common law,
intentional tort and equitable claims) arising from or
relating to the Products, the Services, the interpretation
or application of these Terms and Conditions or any
Statement of Work or the breach, termination or validity
thereof, the relationships which result from these Terms and
Conditions or any Statement of Work (including, to the full
extent permitted by applicable law, relationships with third
parties who are not signatories hereto), or Seller's or any
of its Affiliates' advertising or marketing (collectively, a
“Claim”) WILL BE RESOLVED, UPON THE ELECTION OF ANY OF
SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY
AND FINALLY BY BINDING ARBITRATION. If arbitration is
chosen, it will be conducted pursuant to the Rules of the
American Arbitration Association. If arbitration is chosen
by any party with respect to a Claim, neither Seller nor
Customer will have the right to litigate that Claim in court
or to have a jury trial on that Claim or to engage in
pre-arbitration discovery, except as provided for in the
applicable arbitration rules or by agreement of the parties
involved.
Further, Customer will not have the right to participate as
a representative or member of any class of claimants
pertaining to any Claim.
Notwithstanding any choice of law provision included in
these Terms and Conditions, this arbitration agreement is
subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16).
The arbitration will take place exclusively in Chicago,
Illinois. Any court having jurisdiction may enter judgment
on the award rendered by the arbitrator(s). Each party
involved will bear its own cost of any legal representation,
discovery or research required to complete arbitration. The
existence or results of any arbitration will be treated as
confidential.
Notwithstanding anything to the contrary contained herein,
all matters pertaining to the collection of amounts due to
Seller arising out of the Products or Services will be
exclusively litigated in court rather than through
arbitration.
Miscellaneous
Seller may assign or subcontract all or any portion of its
rights or obligations with respect to the sale of Products
or the performance of Services or assign the right to
receive payments, without Customer's consent. Customer may
not assign these Terms and Conditions, or any of its rights
or obligations herein without the prior written consent of
Seller. Subject to the restrictions in assignment contained
herein, these Terms and Conditions will be binding on and
inure to the benefit of the parties hereto and their
successors and assigns. No provision of this Agreement or
any Statement of Work will be deemed waived, amended or
modified by either party unless such waiver, amendment or
modification is in writing and signed by both parties. The
relationship between Seller and Customer is that of
independent contractors and not that of employer/employee,
partnership or joint venture. If any term or condition of
this Agreement or a Statement of Work is found by a court of
competent jurisdiction to be invalid, illegal or otherwise
unenforceable, the same shall not affect the other terms or
conditions hereof or thereof or the whole of this Agreement
or the applicable Statement of Work. Notices provided under
this Agreement will be given in writing and deemed received
upon the earlier of actual receipt or three (3) days after
mailing if mailed postage prepaid by regular mail or airmail
or one (1) day after such notice is sent by courier or
facsimile transmission. Any delay or failure by either party
to exercise any right or remedy will not constitute a waiver
of that party to thereafter enforce such rights.
Version Date: 06.01.2008
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