These Master Terms & Conditions (“Terms”): (a) are incorporated into, and are material terms and conditions of, each service agreement, service or subscription order, proposal, and statement of work (each, a “Service Agreement”) entered into by Plax Systems, LLC., a Tennessee limited liability company (herein referred as “Plaxsys”), and its customer (“Customer” or “you”); and (b) apply to all services provided to Customer by Plaxsys (collectively, the “Services”). Any capitalized terms not defined herein shall have the meaning ascribed in the applicable Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail. Some of these Terms, where specifically indicated, are only applicable to certain types of Services.
All services provided through this website and its content, are governed by these terms and conditions. By using this website and our services, you agree that you have read and understand these terms, and are bound to them. If you do not agree to these terms, do not continue using this website or our services.
By using our website, you represent and warrant that you are at least 18 years of age, and that, if you are accessing this website on behalf of an organization or entity, you are authorized to act on behalf of that entity and to bind it to the terms set forth herein.
The terms and conditions may change periodically – it is the user’s responsibility to make themselves aware of these changes by reviewing the site periodically. Your continued use of our site and services, even after a change has been made, indicate that you are aware of and agree to the terms.
LICENSE
Plaxsys grants you a personal, royalty-free, non-assignable and non-exclusive license to use any services provided to you by Plaxsys. This is only for purposes intended and outlined in these Service Agreement. You may not sublicense, sell, resell, transfer or otherwise commercially exploit the services of Plaxsys to any third party.
SERVICES
We offer several services through this site, and may, at our discretion, change the description or content of those services to more accurately represent those services.
TYPES OF SERVICES
Plaxsys offers a number of different types of services, including website design and development, web hosting solutions, domain registration, search engine optimization and marketing consultation, pay per click marketing consultation, social media marketing consultation, analytics consultation and copywriting.
USER ACCOUNTS
We reserve the right to modify or discontinue the site at any time. Plaxsys has no control over third party networks that you may access during the use of our site. We hold no responsibility for the timeliness, deletion, or failure to store user communications or personalization settings.
Plaxsys retains the right to suspend, terminate or refuse to provide you with access to the site and services at any time. If Plaxsys believes you have failed to comply with these terms and services, or been involved in any actions that are illegal or that could lead to harm, liability, harassment or abuse, we will suspend your account and use of our services without express notice to you. Once suspended, materials you have provided to use will no longer be accessible to you.
You acknowledge that you are using our site “as is.” You acknowledge this site could contain inaccuracies, typographical errors, and that changes to the materials and services of this site may change at any time. Using this site is done at your own discretion, and you alone are responsible for any damage to your computer system or loss of data that may result. Any transactions conducted by you are done at your own risk. Any agreements or purchases with a third party is provided solely by the third party and not Plaxsys.
PERSONAL INFORMATION
In the course of using our services, you will be required to provide Plaxsys with personally identifiable information, which may include contact information, username and password (hereby known as “credentials”). Plaxsys takes the utmost care to protect this information with the highest levels of security, however, you are responsible for maintaining and protecting your credentials in connection with your account on Plaxsys website or our third party vendor or partners. If you contact information, changes or log into your Plaxsys Customer account and update contact information. It is your responsibility to must notify us promptly of any change in contact information or keep all information as current as possible on account. You are responsible for any activity using your credentials, even unauthorized use. If you discover unauthorized use of your credentials, please contact Plaxsys support immediately at support@plaxsys.com.
FEES AND PAYMENTS
The fees for Services shall be set forth in the applicable Service Agreement as amended by any change order(s), and shall be billed and paid in United States (U.S.) Dollars. All installment payments made to Plaxsys are non-refundable.
You agree to any fee and payment terms described during your purchase of one our services or products. If making credit card payments, you agree that you have authority to provide this information to Plaxsys and will be responsible for all charges made. You agree that until you cancel your services, you will be responsible for the fees that accrue. Should your credit card company fail to pay your billed amount, Plaxsys reserves the right to suspend your account and services until the amount is paid. In the event legal recourse is necessary to recoup balances due, you agree to reimburse Plaxsys for any legal fees due.
RECURRING CHARGES
Unless otherwise specified in the applicable Service or Subscription Agreement: (a) recurring charges are due on the anniversary date of the initial purchase each month; (b) fees for recurring Service or Subscription must be paid prior to the start of the service period; (c) fees for recurring Services are subject to change at any time in Plaxsys’ sole discretion upon ten (10) days prior notice to Customer by email; (d) recurring charges will be processed automatically if Customer authorizes Plaxsys to charge Customer’s credit card for all amounts due to Plaxsys; else all Service or Subscription fees or sales invoices shall be sent via email or surface to Customer using the contact information provided; (e) Customer shall have thirty (30) days in which to dispute any invoice or Service or Subscription fee, after which time the invoice or fees shall be deemed correct.
TAXES
Customer shall pay all applicable sales, use, gross receipts, excise, access, value added, and other local, state and Federal taxes or charges imposed on the provision or use of the Services.
CONTENT
You agree that you are solely responsible for the content you make available through our site. You acknowledge that you are the sole owner of the content and hold all rights, licenses, releases, etc. necessary. You agree that you will not infringe, violate or misappropriate another’s trademark, patent, copyright, trade secret, or other intellectual property rights.
Plaxsys reserves the right to remove content at any time, and at our sole discretion. You may not engage in communications, use of software, data, or other information that is unlawful, threatening, abusive, defamatory, libelous, fraudulent, tortious, or that contains any explicit or graphic information. Your content may not victimize, harass, degrade or intimidate another, and you verify that no content contains viruses, or anything designed to disrupt, damage or limit the function of software, hardware or telecommunications equipment.
You agree to grant Plaxsys non-exclusive, worldwide, royalty-free, transferable, perpetual, irrevocable, unlimited use of rights to copy, distribute, publish, use, reformat, update any and all listings and other information or content that is made available by you in connection with your use of our services.
THIRD PARTY SERVICES AND SOFTWARE
You may be able to access third party services, resources or content via Plaxsys. We do not endorse or assume liability for any content from third party users of this site. You assume sole responsibility and assume any risk associated with accessing third party materials. Plaxsys is not responsible for the accuracy or availability of third party materials or products, has no liability to you or any third party for harm or losses suffered as a result of your access to third party materials, does not make any promises to remove third party materials from being accessed through services. Your ability to access third party materials does not imply in any way endorsement by Plaxsys of these materials or services. Plaxsys has no responsibility or liability for the deletion or failure to store any third party materials through use of Services.
SECURITY
You may never attempt to breach our security measures or attempt to gain access to restricted locations on our site, network or server. You agree not to infringe on anyone else’s ability to use our site.
When you visit the website or communicate with use, you consent to also receiving communications from us. You may opt out of future communications at any time.
OWNERSHIP AND TRADEMARKS
This site, services and content belong to Plaxsys, and are protected by copyright, trademark and other applicable laws. All trademarks, service marks, logos and other proprietary designations of Plaxsys are the registered marks of Plaxsys. Other third party marks belong to those respective parties.
RIGHTS IN DELIVERABLES; BACKGROUND IP AND RESIDUALS
DELIVERABLES
Contingent upon payment in full by Client, unless otherwise agreed in a writing signed by Plaxsys and Client, all rights, title and interest (including, but not limited to, all copyrights and all other intellectual property rights and ownership rights of every nature) in and to all material originated and prepared by Plaxsys (whether by Plaxsys’ employees or by Plaxsys’ subcontractors) specifically for Client under this Agreement (collectively, “Deliverables”) will be deemed works-made-for-hire, and as such, Client will own the Deliverables (excluding any Background IP included with or incorporated in the Deliverable). If for any reason a Deliverable is not a work-made-for-hire, or certain rights in and to the Deliverable are not covered by the work-made-for-hire doctrine, then Plaxsys, on behalf of itself, its employees, and its subcontractors, contingent upon Client’s payment in full of all outstanding undisputed invoices, agrees to transfer and assign, and by executing this Agreement does hereby transfer and assign, to Client, without further consideration, all right, title and interest in and to the Deliverable, including, but not limited to, all copyrights and all other intellectual property rights and ownership rights of every nature.
PLAXSYS INTELLECTUAL PROPERTY
Plaxsys hereby grants to Client a non-exclusive, non-transferrable, royalty-free license, for the term of this Agreement, to use the provided technology solely for the purpose accessing and using the Services. Client may not use the provided technology for any purpose other than accessing and using the Services. Except for the rights expressly granted herein, this Agreement does not transfer from Plaxsys to Client any right, title, or interest in and to the provided technology, and all right, title and interest thereto will remain solely with Plaxsys. Client will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the provided technology. Plaxsys’ trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Plaxsys. Client will not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Plaxsys. Plaxsys will maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Plaxsys to Client. Plaxsys may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.
BACKGROUND INTELLECTUAL PROPERTY
For the sake of clarity, Plaxsys and her third party vendors retains all rights, title and interest, including without limitation, intellectual property rights in and to all materials, business processes, ideas, know-how, tools, media, source code, inventions or items developed, conceived and/or owned by Plaxsys prior to the date of the applicable Proposal or apart from and independent of Plaxsys’ performance for Client under this Agreement, including any derivatives, modifications improvements, or enhancements thereof (“Background IP”). Unless set forth otherwise in a Proposal, Plaxsys grants Client a non-exclusive, perpetual, royalty-free, non-transferable license to use the Background IP solely as necessary to make reasonable use of the Deliverables and the Services for its internal business purposes.
RESIDUAL KNOWLEDGE
Notwithstanding the above, but subject to Plaxsys’ obligations under Section 4, Plaxsys and its personnel shall be free to use any ideas, concepts or know-how developed or acquired by Plaxsys or its personnel during the performance of this Agreement to the extent obtained and retained by Plaxsys’ and its personnel as impressions and general learning. Nothing in this Agreement shall be construed to preclude Plaxsys from acquiring, developing, marketing or enhancing for itself or others deliverables of a similar nature or function as those used or created pursuant to this Agreement. Any feedback, data, answers, questions, comments, suggestions, ideas or the like that Client sends to Plaxsys relating to the Services will be treated as non-confidential and non-proprietary. Plaxsys may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any lawful purpose.
CLIENT INTELLECTUAL PROPERTY
Client hereby grants to Plaxsys a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform, and hyperlink the Content; and (b) make archival or back-up copies of the Content. Except for the rights expressly granted herein, Plaxsys does not acquire any right, title or interest in or to the Content.
THIRD PARTY INTELLECTUAL PROPERTY
If specified in a Proposal, Plaxsys may provide as part of the Deliverables certain third party items, including but not limited to premium fonts and stock photos, subject to license terms and conditions set by the third party. Whenever a third party is referenced in a Proposal, Client agrees to be bound by that third party’s terms and conditions. With regard to images obtained from a third party’s images supplier, Client agrees Plaxsys is authorized to accept third party image supplier’s, terms and conditions on Client’s behalf. Client’s use of stock images provided by Plaxsys under third party vendor image terms and conditions is restricted to web use only.
RESTRICTIONS OF USE
You agree not to do any of the following while using our site, services or content:
• Access, post, submit, or transmit any material that infringes, misappropriates or violates another’s patent, copyright, trademark, trade secret, moral rights or intellectual property rights or rights of privacy; violates or encourages conduct that would violate any law or regulation; is fraudulent, false, misleading or deceptive; is defamatory, vulgar, obscene or offensive; promotes discrimination, bigotry, racism, harassment or harm against any individual or group; is violent or threatening; promotes illegal or harmful substances or activities.
• Use, display, mirror, frame, or utilize framing techniques to enclose the site or services, or any individual element or materials within, or the content of any text or the layout and design of any page, without the express written consent of Plaxsys.
• Attempt to access, tamper with, or use private areas of the site or services not made available to the public, or Plaxsys computer systems.
• Attempt to probe, test or scan the vulnerability of any Plaxsys system or network, or attempt to breach any security or authentication measures.
• Avoid, deactivate or in any way circumvent any technological measure implemented by Plaxsys or any third party (including other users) to protect the site, its services and content.
• Attempt to access or search the site, services, or Plaxsys content or download Plaxsys content through the use of any software or tool other than those provided by Plaxsys or available by third party web browsers.
• Send any unsolicited or unauthorized communication, including advertising, promotional materials, junk mail, spam or other form of solicitation.
• Use Meta tags or other hidden text or Meta data utilizing a Plaxsys trademark, logo, and URL or product name without Plaxsys express written consent.
• Use the site and services for the purpose of bringing an intellectual property infringement claim against Plaxsys or for the purpose of creating a competitive product or service.
• Attempt to decipher or reverse engineer any of the software used to provide the site, services and content.
• Interfere with or attempt to interfere with the access of any user, host or network connected to the site or services, including sending a virus, overloading, flooding, spamming or mail bombing the site.
• Collect or store any personally identifiable information from other users without their express written consent.
• Impersonate or misrepresent your affiliation with any person or entity
• Violate any applicable law or regulation
• Encourage or enable any individual to do any of the foregoing
FEEDBACK
We welcome and encourage feedback and suggestions for improvements to our site, services and content. You agree that all feedback will become the sole property of Plaxsys you irrevocably assign to Plaxsys your rights and interest in all feedback, including patent rights, copyrights, and other proprietary or intellectual property rights therein.
CHANGES
Plaxsys reserves the right, at our sole discretion, to modify, discontinue, or terminate the site and services or to modify these terms at any time. If these terms are modified, the changes will be posted on the site or we will provide you with notification of the change(s). By continuing to use this site and its services, you acknowledge that you accept these terms, and any future changes and you are bound by these terms.
PRIVACY POLICY
At Plaxsys, we take your online security seriously. We value the trust you have given us when you provide us with your information, and want to assure you of the steps we take to guard the safety and security of that information. This privacy policy was created to understand how we collect, store, use or may disclose the information you provide us or that we gather about you, as well as the security measures we have incorporated to protect that information.
Our privacy policy may get updated occasionally. Existing users will be notified about the changes via email and/or via notification we place on our website or on the login page. Continued use of our website by existing users implies agreement to the terms of this privacy policy.
PERSONAL INFO VS. PUBLIC INFO
This privacy policy refers to the information we collect from you or that you provide us through browsing our website, using software or plugins and services. Personal Information may consist of your first and last name, e-mail address, physical address, and any additional contact information that you provide us with, as well as your log-in information on our website, billing information, computer type or mobile device type with which you access our website, and ads you click on to land on our website. Personal Information also refers to your use of our website, such as the date and time of visits, your IP address, and other information gathered through the use of cookies. Personal Information does not include any publicly available information about you or your business that you will provide us yourself or we may collect on your behalf in connection with using our software such as your business address, website, logo, images, reviews, local listing pages or social media profiles.
WHAT INFORMATION DOES PLAXSYS COLLECT?
The information we have from our website visitors, customers and website users are of one or multiple of the following types:
WEB ANALYTICS INFORMATION
When only browsing our website, we may collect information about your visit and browsing history in a non-identifiable way through our 3rd party analytics software, Google Analytics.
PERSONAL CONTACT INFORMATION
When expressing interest to gain more info about our services or when you sign up for a subscription or contact us through email, web forms or live chat, you may be asked to give your name, email address, mailing address, or other information pertinent to your relationship with us. Users can change their personal information including their name, phone number and email address by logging into their accounts.
PAYMENT INFORMATION
When you become a paid client you are required to provide us with your payment information. Your payment information and all the related information, as well as monthly transactions, are processed, stored and managed by our PCI compliant payment processing partners, including PayPal and Stripe.
BUSINESS PROFILES AND REVIEWS DATA
When you start using our software, we will collect, store and process your business profile as well as your online reviews on different reviewing websites. This information is publicly available and is not considered personally identifiable information. Through use of our software, you will send review invites or feedback requests to your customers. Your customers’ contact information is encrypted while transferring to our servers and then also stored in an encrypted way.
WHAT INFORMATION DO WE COLLECT FROM INVITEES?
As an invitee who has received a feedback request from one of our customers, we collect very limited information once you interact with the review invitation. This information includes the review site link you click on when you open the invite link, your IP address, and the date and time you open the link and click on a review site.
HOW IS YOUR INFORMATION USED?
The information we collect from you may be used in the following ways:
• So that you can log in to your account, use our software, send review invites, and monitor and manage your reviews and invitations.
• So that we can process your monthly payment.
• To personalize your website user experience to ensure we deliver the type of content and product offerings that are of most interest to you.
• To allow us to provide the highest level of customer service possible when responding to requests.
• To send emails regarding your services
• To provide follow-up correspondence via live chat, email or phone inquiries to better serve you. Please note, an opt-out option is provided to allow all users the opportunity to refuse to receive future email or SMS correspondence.
SECURITY MEASUREMENTS
All connections to the servers and the entire communication between your browser and our servers is encrypted via Secure Socket Layer (SSL) technology. Plaxsys implements a variety of security measures to maintain the safety and integrity of any personal information collected on our website. We take every possible step to protect your information, but in the event of any data security issues, Plaxsys will inform you via email and will share with you the scale of the problem and the affected information, and provide you with our plan of action to correct the problem and prevent it from happening in the future.
PASSWORD STRENGTH
Customers are responsible for ensuring their login passwords for all their users are strong, updated on a regular basis and not shared with any untrusted third party. Here are the basic requirements for strong passwords:
• Use a different password for each of your important accounts.
• Your password should be a mix of letters, both lower case and capital, as well as numbers and special characters.
• Never use personal information or common words in your passwords, including your name, username, or company name.
• Longer passwords, typically 8 or more characters, are more secure.
• Avoid sequences (such as ABDCE or 12345 or PASSWORD123) or repeated characters.
REMOVING YOUR DATA
If you have an account on our site and you are a user of our software, you may want to delete the Personal Information stored in your account or the information to whom you have sent your review invites. We will make all efforts to delete such information upon request from you. Personal Information as required by law or for the use of a legitimate business purpose may be archived and shared when we believe that such action is necessary to:
1. Fulfill an enforceable government request
2. Conform with requirements of the law or a legal process
3. Protect or defend our legal rights, property, this website or other users of this website
4. Protect the health and safety of the users of this website or the general public
Any reviews generated through using our software once placed on any of the review sites we link to cannot be removed or altered by us as we do not control third party review sites. To remove such information, you will need to contact the individual third party sites to make your request.
DO WE USE ‘COOKIES’?
Yes, Plaxsys utilizes cookies. When enabled on your computer, cookies are small files that a site transfers to your computer’s hard drive through your web browser to recognize your browser and remember certain information. Plaxsys uses cookies only to allow ease when users log into their accounts and to allow for technical functionality of our software. Cookies allow us to provide the best user experience possible; when cookies are disabled, it may make your user experience less efficient.
SHARING OF INFORMATION
Plaxsys does not sell, rent or trade your private information to third parties. However, personal information may be used internally by Plaxsys to improve your user experience; to customize communications pertaining to product offerings, promotions and information applicable to you; or to make our services more helpful or useful to other users. The services of a third party may be used to perform these functions. Certain data and other non-personally identifying information gathered when you use our site may be shared with web analytics vendors, social networking platforms, and other third parties for this purpose. We may release information to comply with the law, enforce our site policies, or protect ours or others’ rights, property or safety. At our discretion, we may disclose non-private, aggregated or non-personal information, such as usage statistics, browser type, and search/click stream information.
MARKETING AND PUBLICITY
By registering for our software, paid or trial users allow us to identify them as customers and use their names and logos on our website and any pertinent marketing material.
THIRD-PARTY REVIEWS SITES
Plaxsys uses third party publicly available data about your business to find, store and display your reviews from around the web. We do not control how your business information is displayed on any of the third party review sites. We cannot remove or alter reviews that your customers place for you on these reviews sites as we do not control them. Our software helps you with encouraging your customers to leave you a review by helping you ask them in a professional way and by making the process of leaving reviews easy and interactive for them.
CHILDREN ONLINE PRIVACY PROTECTION
Only people 18 years of age and older may utilize our services. By using our website you acknowledge that you are of 18 years age or older. We do not knowingly collect, use or disclose personally identifiable information from anyone under the age of 18.
UNSUBSCRIBING
Either as the invitee or as a user of our software, you have the right to unsubscribe or stop emails from being sent to you. You may unsubscribe at any time by clicking the opt-out link in our emails.
CONTACTING US
If there are any questions/concerns regarding this privacy policy, you may contact us: admin@plaxsys.com
INDEMNIFICATION
You agree to defend, indemnify, and hold Reviews Ink, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses or expenses, arising out of or in any way connected to your use of Plaxsys content, your access or use of our site, services and content, or your violation of these terms.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANYLOST PROFITS, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE NATURE OF THE CLAIM. IN NO EVENT SHALL PLAXSYS’ AGGREGATE LIABILITY RELATING TO OR ARISING OUT OF THE SERVICES EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO PLAXSYS FOR THE SERVICES.
YOU UNDERSTAND AND AGREE THAT PLAXSYS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF GOODS OR SERVICES, OR ANY OTHER TANGIBLE LOSS.
THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, REPRESENT AN AGREEMENT BETWEEN THE PARTIES RELATED TO THE SERVICES AND ALL ACTIVITIES BETWEEN YOU AND PLAXSYS. THESE TERMS SHALL NOT BE MODIFIED UNLESS IN WRITING AND SIGNED BY BOTH PARTIES, OR BY A NEW POSTING OF THESE TERMS BY PLAXSYS. IF ANY PART OF THESE TERMS IS HELD TO BE UNLAWFUL, VOID, OR UNENFORCEABLE, THAT PART SHALL BE DEEMED SEVERED AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS. YOU MAY NOT ASSIGN THESE TERMS, OR ANY RIGHTS OR LICENSES GRANTED HEREUNDER, WHETHER VOLUNTARILY, BY OPERATION OF LAW, OR OTHERWISE WITHOUT OUR PRIOR WRITTEN CONSENT.
DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, PLAXSYS HEREBY DISCLAIMS ALL WARRANTIES OF EVERY NATURE, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. PLAXSYS DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE SHALL BE ERROR-FREE OR WITHOUT INTERRUPTION. PLAXSYS MAKES NO WARRANTY AS TO TRANSMISSION OR SPEEDS OF ANY NETWORKS. PLAXSYS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT WORDPRESS THEMES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. PLAXSYS DOES NOT GUARANTEE THAT THEMES WILL WORK IN ALL BROWSERS, NOT DOES PLAXSYS GUARANTEE THAT ITS THEMES WILL BE FUNCTIONAL IN ALL VERSIONS OF WORDPRESS, OR THAT THEY WILL BE COMPATIBLE WITH ANY THIRD-PARTY PLUGINS, SCRIPTS OR APPLICATIONS.
CUSTOMER REPRESENTATIONS
Customer represents and warrants to Plaxsys that any written copy, graphics, photos, designs, video, data, audio files, music, specifications, software, trademarks, domains or other materials furnished to PLAXSYS for use with or inclusion in any PLAXSYS work product or Service (“Customer Content”) are either owned by Customer, or Customer has permission from the rightful owner to use the same.
INDEMNITY
Customer shall indemnify and hold Plaxsys and its respective affiliates, subcontractors, employees or agents harmless (including payment of reasonable attorney’s fees and other defense costs) from and against any claim, actions or demands relating to or arising out of Customer’s use of the Services, including, without limitation (i) any content or software displayed, distributed or otherwise disseminated by the Customer, its employees, or users of the Services, (ii) any claim that Customer’s use of the Services, including the registration and maintenance of Customer’s selected domain name(s), infringes on the patent, copyright, trademark or other intellectual property rights of any third party; (iii) any malicious act or act in violation of any laws committed by Customer, its employees or users using the Services; and/or (iv) violation by Customer, its employees or authorized users of these Terms or the AUP.
FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under these Terms or any Service Agreement on account of, any delay or failure to perform as a result of any cause(s) or condition(s) that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
CHOICE OF LAW; EXCLUSIVE JURISDICTION AND VENUE; ATTORNEY’S FEES
This agreement shall be construed and enforced according to the laws of Georgia. Any action in regard to the Service Agreement or arising out of its terms and conditions shall be instituted and litigated in the State of Tennessee or federal courts located in Tennessee, and in no other, and the parties submit to the exclusive jurisdiction and venue of such courts. The substantially prevailing party in any action to enforce or interpret any Service Agreement and/or these Terms shall be entitled to its reasonable attorney’s fees, expert’s fees, and costs.
AGREEMENT BINDING ON SUCCESSORS
Customer may not assign any Service Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Plaxsys. Plaxsys reserves the right to assign its rights hereunder to any party and to delegate its obligations hereunder to subcontractors. Subject to the foregoing, each Service Agreement and these Terms shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and permitted assigns.
WAIVER
The failure of either party to enforce at any time or for any period of time the terms of any Service Agreement and/or these Terms shall not be construed as a waiver of such terms or the right of such party thereafter to enforce such terms. Any waiver by either party must be in writing signed by such party. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of any Service Agreement or these Terms.
SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render such provision, term or clause enforceable, or, if incapable of such modification, shall be severed from the applicable Service Agreement or these Terms, as applicable, and such invalidity shall not affect the validity or operation of any other term, clause or provision contained in the Service Agreement or these Terms.
ENTIRE AGREEMENT
These Terms and the Service Agreements constitute the entire understanding of the parties, revoke and supersede all prior agreements between them, and are intended as a final expression of their agreement. No modification or amendment to these Terms or a Service Agreement shall be effective unless in a writing signed by both parties that expressly states an intent to modify or amend and refers to the Service Agreement and/or these Terms, as applicable.