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Terms of Service
Last Updated: March 19, 2024
These Terms of Service (the “Terms“) govern use of the Services (as defined below) provided by TITAN RIG, LLC (the “Company“ or “we”). These Terms are a legal agreement between the End-User (or “you”) and the Company. These Terms describe the terms governing your use of the Service. By accepting electronically, installing, accessing or using the Services (whether or not any Service requires you to click any button marked “I Accept,” “I Agree” or similar): (a) you agree to be bound by these Terms and (b) you further agree that each of your employees, contractors, agents or any other Person you authorize to use the Services will also be bound by these Terms. If you do not agree to these TERMS, then you are prohibited from using the Services.
IF YOU NEED TO CONTACT US FOR ANY ISSUES UNDER THESE TERMS, PLEASE CONTACT US AT: [email protected].
TERMS
1. Definitions. As used in these Terms, the following defined terms have the following meanings when capitalized:
1.1. “Affiliate” means a Person’s affiliates, third-party providers, licensors, distributors or suppliers.
1.2. “Application” means any software application (including any mobile and desktop applications) developed and/or distributed by the Company to facilitate use of any Website and/or any Service.
1.3. “Delivery/Receipt” means the calendar date on which a parcel carrier states that it has completed delivery of an Offered Product to you, whether or not said product is in your physical possession.
1.4. “End-User” means an end-user of any Website, Application or Service.
1.5. “New” means, when referring to an Offered Product, that the Offered Product is in new condition.
1.6. “Online Service” means any online service provided by the Company on a Website, including content, data, software, updates, web services, application programming interfaces and new releases.
1.7. “Open Box” means, when referring to an Offered Product, that the product is Used and its packaging has been opened. Open Box items have been inspected and cleared for resale “AS IS” without need for refurbishing.
1.8. “Offered Product” or “Offered Item” or “Item” means any good offered for sale, lease or rental by a the Company.
1.9. “Order, Shipment and Return Policy” means the order, shipment and policies of the Company which may be found at https://titanrig.com/order-and-return-policy.
1.10. “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or governmental body.
1.11. “Privacy Policy” means the privacy policy of the Company which may be found at https://www.titanrig.com/privacy-security.
1.12. “Product Information” means any information (a) included with a Service or by the Company about any Offered Product, (b) included on the labelling of any Offered Product or (c) any packaging in which an Offered Product is packaged, sold, shipped or delivered.
1.13. “Refurbished (Good)” means, when referring to a Used Offered Product, that the Offered Product has been fully inspected, cleaned and refurbished (if required), but that it has more signs of use than a Refurbished (Very Good) Offered Product.
1.14. “Refurbished (Very Good)” means, when referring to a Used Offered Product, that the Offered Product has been fully inspected, cleaned and refurbished (if required).
1.15. “Registered User” means an End-User who has completed the registration process for any Website and/or any Service.
1.16. “Related Company” means a Person’s parents or subsidiaries, or the parents or subsidiaries thereof.
1.17. “Service” means the Applications, Website and Online Services, including any updates or maintenance releases thereto, developed and/or distributed by the Company.
1.18. “Trademarks” means the trademarks owned by the Company, including the registered marks TITAN RIG® and MOD-ONE®.
1.19. “Used” means, when referring to an Offered Product, that the Offered Product has been previously owned and/or used.
1.20. “User Content” means any data, images, sounds, figures, text or other materials which are uploaded, posted or stored by an End-User through such user’s use of a Service.
1.21. “Website” means the websites of the Company, including: TITANRIG.COM and MOD-ONE.COM.
2. Your Rights to Use our Service(s).
2.1. Our Services are protected by copyright, patent, trade secret, trademark and other intellectual property laws. You are only granted a limited license (the “Limited License”) to use the Services and only for the purposes described by the Company and only under these Terms. The Company reserves all other rights in the Services not expressly granted to you. Until termination of these Terms and as long as you meet any applicable payment obligations and comply with these Terms, the Company grants to you a personal, fully revocable, limited, non-exclusive, non-transferable, non-sublicensable license to use the Services.
2.2. You agree not to use, nor permit any third-party to use, the Services in a manner that violates any applicable law, regulation or these Terms. You agree you will not: (a) provide access to or give any part of the Services to any third-party; (b) reproduce, modify, copy, deconstruct, decompile, sell, trade or resell the Services and/or (c) make the Services available on any file-sharing or application hosting service.
2.3. The Services may periodically be updated with tools, utilities, improvements, third-party applications or general updates. You agree to receive these updates.
2.4. Unless otherwise expressly stated in these Terms, you may only use our Trademarks with our written permission. We reserve the right to revoke our permission for such use at any time at our sole discretion with or without prior notice to you. You are prohibited from using our Trademarks: (a) in a deceptive or fraudulent manner or (b) to disparage the Company. You must include the Circle-R symbol (®) after our Trademarks with every use.
3. License Limitations.
3.1. Number of Machines. The Services may be offered to you with a limit on the number of virtual or physical computing devices (“Licensed Devices”) that you may use the Services with. In such case, you may not use the Services with more than the allowed number of Licensed Devices that you own, lease or otherwise control.
3.2. Number of End-Users. The Services may be offered to you with a limit on the number of End-Users that are allowed to access the Services. In such case, you may not allow more than the specified number of End-Users to access the Services.
3.3. Other Users. The Services are available for your use, and not the use of any of your Related Companies or Affiliates (unless employed by you as a contractor or agent).
3.4. Upgrades, Maintenance and Support. Unless otherwise stated in writing (such as at the time of purchase), the Limited License does not include the right to any upgrades, maintenance, support or modifications to or for the Services.
4. Payment Methods, Fraud Prevention, Orders.
4.1. Please see our Order, Shipment and Return Policy for additional terms regarding orders, payments and fraud prevention.
4.2. If the payment and registration information provided by you is not accurate, current, and complete and you do not notify us promptly when such information changes, the Company may suspend or terminate your account and refuse any use of the Services.
4.3. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your access to the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
4.4. Forwarding Agents and Freight Forwarders. Due to the risk of fraudulent activity, we generally do not accept orders from forwarding agents or freight forwarders. IF YOU PLACE AN ORDER, AND WE LATER DETERMINE THAT YOU ARE ACTING AS A FORWARDING AGENT OR FREIGHT FORWARDER, WE RESERVE THE RIGHT TO CANCEL YOUR ORDER AT ANY TIME IN OUR SOLE DISCRETION.
5. Product Information. Although we strive to maintain the accuracy of any Product Information displayed on the Services, we are not able to guarantee that all Product Information is completely accurate. If you become aware of any inaccurate Product Information, please contact us.
6. Your Connection and Devices.
6.1. Mobile Devices. Use of the Services may be available through a compatible mobile device, which may require you to provide your own such device and obtain service from a mobile or telecommunications provider. You agree that you are solely responsible for your mobile device, including any applicable changes, updates and fees, as well as the terms of your agreement with your mobile or telecommunications provider.
6.2. Internet Service. Use of the Services may require you to obtain an internet connection from an internet service provider (“ISP”). You agree that you are solely responsible for obtaining your own internet service, including any applicable changes, updates and fees, as well as the terms of your agreement with your ISP.
6.3. No Representation as to Compatibility. The Company makes no representation regarding the compatibility of the Services with any device, operating system or telecommunications network.
7. Your Personal Information.
7.1. You can view the Company's Privacy Policy provided with the Services on the Website. You agree to the applicable Privacy Policy, and any changes published by the Company. You agree that the Company may use and maintain your data according to the Privacy Policy, as part of the Services. You give the Company permission to combine information you enter or upload for the Services with that of other End-Users of the Services and/or other Company services. You further agree that the Company may use your and other End-Users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other End-Users.
7.2. The Company is a global company and may access or store personal information in multiple countries or jurisdictions, including those outside of your own country or jurisdiction to the extent permitted by applicable law.
8. Your Content.
8.1. Responsibility. You are responsible for your User Content, its accuracy and completeness. You grant the Company a worldwide, royalty-free, non-exclusive license to host and use any User Content provided through your use of the Services. You are responsible for archiving (backing up) your User Content frequently. You are responsible for any lost or unrecoverable User Content. You must provide all required and appropriate warnings, information and disclosures for your User Content. The Company is not responsible for the User Content you submit through the Services.
8.2. Prohibited Content. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following:
8.2.1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including conduct that would encourage “flaming” others or criminal or civil liability under any applicable law;
8.2.2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
8.2.3. Except as permitted by the Company in writing, investment opportunities, solicitations, chain letters, pyramid schemes, spam, floodings or other unsolicited commercial communication;
8.2.4. Viruses, trojan horses, worms or other disruptive or harmful software or data; and/or
8.2.5. Any information, software or User Content which is not legally yours and without permission from the copyright owner or intellectual property rights’ owners.
8.3. Community forums. The Services may include a community forum or other social features to exchange User Content and information with other End-Users and the public. The Company does not support and is not responsible for the content in these community forums. You agree to use respect when interacting with other End-Users. You agree not to reveal information that you do not want to make public. You agree that the Company is not responsible for any hypertext links to content of third parties which may be posted by End-Users.
8.4. Customizable Products. From time to time, we may offer products which are customizable based on text or artwork that you upload to our Services. You agree not to upload text or artwork which: (a) infringes on the intellectual property rights of any other Person and/or (b) violates these Terms. You further agree not to customize any products using any information that you do not want to make public.
8.5. Feedback. The Company may freely use feedback you provide. You agree that the Company may use your feedback, suggestions or ideas in any way, including in future modifications of the Services, other products or services or advertising or marketing materials. You grant the Company a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to the Company in any way.
8.6. Monitoring. The Company may monitor your User Content. The Company may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect the Company or its customers or operate the Services properly. The Company, in its sole discretion, may refuse to post, remove or refuse to remove, any User Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate or in violation of these Terms.
9. Company Communications.
9.1. No Professional Advice. Unless specifically included with the Services, the Company is not in the business of providing legal, financial, accounting, tax, health care, real estate, engineering or other professional services or advice. End-Users should consult the services of a competent professional when this type of assistance is needed.
9.2. Other Services. The Company may tell you about other Company-provided Services. You may be offered other Services, products or promotions by the Company. Additional terms and conditions and fees may apply.
9.3. Information Use. With some Services, you may upload or enter data from your accounts such as names, addresses and phone numbers, purchases, etc., to the internet. You grant the Company permission to use information about your business and experience to help us to provide the Services to you and to enhance the Services. You grant the Company permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant the Company permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
9.4. Communications. The Company may be required by law to send you communications about the Services or third-party products. You agree that the Company may send these communications to you via email or by posting them on the Website.
10. Security.
10.1. Password. You agree to manage your passwords and accept updates. You are responsible for securely managing your passwords for the Services and to contact the Company if you become aware of any unauthorized access to your account.
10.2. Telephone Numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that the Company may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA process may involve the Company sending text messages containing security codes to your telephone number. You agree to receive these texts from the Company containing security codes as part of the MFA process. In addition, you agree that the Company may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services or fulfilling a request made by you through the Services.
11. Warranties on Offered Products.
11.1. New Products. New Offered Products are typically (but not always) covered under the manufacturer’s warranty. WE DO NOT PROVIDE ANY ADDITIONAL WARRANTY OVER AND ABOVE THE MANUFACTURER’S WARRANTY ON NEW OFFERED PRODUCTS, NOR DO WE PROVIDE ANY WARRANTY WHEN A NEW OFFERED PRODUCT HAS NO MANUFACTURER’S WARRANTY. However, any defective such products may be eligible for return under our standard return policy as outlined in our Order, Shipment and Return Policy.
11.2. Open Box, Refurbished (Good) and Refurbished (Very Good). WE DO NOT WARRANTY USED OR PRE-OWNED OFFERED PRODUCTS, INCLUDING: (A) THOSE WE IDENTIFY AS “OPEN BOX,” “USED (GOOD),” “USED (VERY GOOD)”, “REFURBISHED (GOOD),” “REFURBISHED (VERY GOOD)” OR BY SIMILAR TERMINOLOGY AND/OR (B) THOSE WE REFURBISH AND/OR REPAIR. SUCH PRODUCTS MAY NOT BE COVERED BY ANY MANUFACTURER WARRANTIES EITHER, UNLESS STATED BY THAT MANUFACTURER. However, if such products are defective, you may be able to return them under our standard return policy as outlined in our Order, Shipment and Return Policy. ALL USED OFFERED PRODUCTS (WHETHER OPEN BOX, REFURBISHED (GOOD), REFURBISHED (VERY GOOD) OR OTHERWISE) MAY CONTAIN OR BE ENCASED BY INCOMPLETE OR REPAIRED PACKAGING, AT OUR SOLE DISCRETION.
12. Disclaimer of Warranties.
12.1. YOUR USE OF EITHER THE SERVICES AND/OR THE PC BUILD SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE AND/OR ANY WARRANTY REGARDING TITLE, MERCHANTABILITY, DATA-LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. THE COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
12.2. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, STATUTORY OR IMPLIED) AS TO THE UPTIME OR AVAILABILITY OF THE SERVICES OR TO THE INTEGRITY OF ANY DATA STORED ON THE SERVICES.
12.3. THE COMPANY AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES AND/OR THE PC BUILD SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH YOUR LEGAL, ACCOUNTING AND TAX OBLIGATIONS.
12.4. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, STATUTORY OR IMPLIED) AS TO: (A) THE AVAILABILITY OF TELECOMMUNICATION OR INTERNET SERVICE FROM YOUR TELECOMMUNICATIONS PROVIDER OR ISP, (B) ANY LOSS, DAMAGE OR OTHER SECURITY INTRUSION OF SUCH SERVICES OR (C) ANY DISCLOSURE OF INFORMATION OR FAILURE TO TRANSMIT ANY DATA BY YOUR TELECOMMUNICATION SERVICE OR ISP.
12.5. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, STATUTORY OR IMPLIED) AS TO THE ACCURACY OF ANY PRODUCT INFORMATION.
12.6. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, STATUTORY OR IMPLIED) ON ANY OFFERED PRODUCTS (WHETHER NEW, USED, REFURBISHED OR REPAIRED) UNLESS OTHERWISE EXPRESSLY STATED. THE COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ON OFFERED PRODUCTS (WHETHER NEW, USED, REFURBISHED OR REPAIRED), INCLUDING ANY WARRANTY THAT SUCH PRODUCTS ARE FIT FOR A PARTICULAR PURPOSE AND/OR ANY WARRANTIES REGARDING TITLE, RELIABILITY OR MERCHANTABILITY.
12.7. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY/RECEIPT OF THE SERVICES OR ORDERED PRODUCTS, WHICHEVER IS SOONER.
13. Termination
13.1. The Company may, in its sole discretion and without notice, restrict, deny, suspend or terminate these Terms or the Services effective at any time, in whole or in part, for: (a) suspicion of fraud, (b) security violations, (c) illegal activity, (d) unauthorized access issues, (e) protection of the integrity of the Services, (f) compliance with applicable Company policy, (g) compliance with applicable law, (h) your failure to comply with these Terms or (i) your refusal to receive electronic communications. Upon termination, (a) you must immediately stop using the Services and (b) any outstanding payments will become due and payable. Termination of these Terms shall not affect the Company's rights to any payments due to it. The Company may terminate a free account at any time.
13.2. The Company may, in its sole discretion, retain any User Content after termination of these Terms or the Services in accordance with applicable law.
13.3. The following Sections shall survive termination of these Terms: Sections 3 - 21.
14. Indemnification. You agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (a) your modification of the Services, (b) your combination of the Services with other services or applications, (c) your violation of the intellectual property rights of others, (d) your modification of our Offered Products without our written consent, (e) your misuse of our Offered Products or (f) your breach of these Terms (collectively referred to as “Claims”). The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by the Company in the defense of any Claims.
15. Export Restrictions. You acknowledge that the Services are subject to restrictions under applicable United States laws, including export control laws, trade embargoes, sanctions and security requirements. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available the Services in violation of these laws, directly or indirectly.
16. Copyright Infringement Notification. Pursuant to Pursuant to Title 17, United States Code § 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to the Company at our contact email address at the beginning of these Terms.
17. Miscellaneous Provisions.
17.1. Additional Terms. Additional payment, return, cancellation, shipping or other terms or additional warranties or disclaimers may be provided to you through the Websites or Applications for the Services. These Terms also incorporate by reference and include such additional terms, warranties and disclaimers. In any conflict between these Terms and our Privacy Policy, these Terms shall control. In any conflict between these Terms and our Order, Shipment and Return Policy, these Terms shall control
17.2. Incorporation by Reference. The following are each incorporated herein by reference: (a) the Privacy Policy, (b) the Shipping and Return Policy, (c) any additional terms and conditions, which may include those from third parties and (d) any terms provided separately to you for the Services, including product or program terms, ordering terms, activation terms, payment terms or similar.
17.3. Notice of Default; Cure. Unless otherwise stated elsewhere in these Terms, you shall provide the Company with written notice and a six (6) calendar month opportunity to cure any act or omission constituting a breach by the Company of any of the material terms, covenants or conditions set forth in these Terms. The Company is under no similar obligation to provide any time for cure to any End-User.
17.4. Force Majeure. The Company shall not be in default or otherwise liable for any delay in or failure of its performance under these Terms where such delay or failure arises by reason of any act of God, or any government or any governmental body (including economic sanctions, whether or not already existing), acts of the common enemy, the elements, strikes or labor disputes, third-party shipping or transit bottlenecks or delays, pandemics or other similar or dissimilar cause beyond the control of such party.
17.5. Amendments. These Terms may modified at any time in the sole discretion of the Company, with or without notice to you. Your continued use of the Services after any such modification shall constitute an acceptance by you of such modifications.
17.6. Assignment. The Company may assign these Terms at any time in the Company’s sole discretion, with or without notice to the End-User. You may not assign these Terms without the written consent of the Company.
17.7. Binding Effect. These Terms are binding upon and shall inure to the benefit of the parties hereto and their respective assigns, administrators, executors, heirs, legal
representatives and successors, including any entity with which a party may merge or consolidate or to which all or substantially all of its assets may be transferred.
17.8. Section Headings; Construction; Interpretation. The headings of Sections in these Terms are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of these Terms unless otherwise specified. All words used in these Terms will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. “Your” refers to the End-User and “us” and “our” refer to the Company.
17.9. Entire Agreement. These Terms contains the entire agreement between the parties with respect to the subject matter herein and the supersedes all prior agreements and understandings, oral or written, between the parties with respect to the subject matter herein.
17.10. Severability. If any provision of these Terms is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms will remain in full force and effect. Any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
17.11. Third-Party Rights. Nothing expressed or referred to in these Terms will be construed to give any third-party other than the parties to these Terms any legal or equitable right, remedy or claim under or with respect to these Terms or any provision of these Terms. These Terms and all of its provisions are for the sole and exclusive benefit of the parties to these Terms and their successors and assigns.
17.12. Relationship Between the Parties. Nothing herein shall be construed to create a partnership, joint venture or agency relationship between the parties, or to create an employment relationship between the parties.
17.13. Waiver. Neither the failure nor any delay by the Company in exercising any right, power or privilege under these Terms will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of these Terms can be discharged by the Company, in whole or in part, by a waiver or renunciation of the claim or right unless in writing; (b) no waiver that may be given by the Company will be applicable except in the specific instance for which it is given and (c) no notice to or demand on an End-User will be deemed to be a waiver of any obligation of such user or of the right of the Company to take further action without notice or demand as provided in these Terms.
17.14. Limitation of Liability. THESE TERMS SETS FORTH THE ENTIRE LIABILITY OF THE COMPANY, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE:
17.14.1. General Limitation on Recovery of Consequential Damages. THE COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO YOU FOR: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY ADVANCED; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT OR (C) USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET THE COMPANY’S REQUIREMENTS.
17.14.2. Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE COMPANY AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.
17.15. Remedies Cumulative. The rights and remedies of the Company under these Terms are cumulative and not alternative, and no such right or remedy shall eliminate any other remedy under these Terms to which the Company may be entitled.
17.16. Specific Performance. You acknowledge and agree that irreparable injury shall result from a breach of these Terms and that money damages will not adequately compensate the Company. Accordingly, in the event of your breach or a threatened breach of these Terms, the Company shall be entitled, in addition to any other remedy which may be available, to injunctive relief (without necessity of a bond) to prevent or to correct the breach. The Company shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.
17.17. Governing Law. These Terms and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by law, any applicable provisions of the Uniform Computer Information Transactions Act shall not apply to these Terms.
17.18. Jurisdiction; Venue. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms shall be brought against any of the parties in the courts of the State of California, County of Santa Clara, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of California, and by your use of the Services, you consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waive any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
17.19. Dispute Resolution. Except with respect to matters as to which injunctive relief or specific performance is being sought, all disputes, controversies or claims arising out of or relating to these Terms which cannot be resolved by the parties hereto shall be finally settled in accordance with the applicable rules for the resolution of disputes of any dispute resolution agency selected the Company in the County of Santa Clara, California. The prevailing party shall be entitled to reimbursement of any reasonable costs and/or fees, including reasonable attorney’s fees. Additionally, in the event any party fails to proceed with arbitration, unsuccessfully challenges the arbitrators’ award or fails to comply with the arbitrators’ award, the other party is entitled to costs of suit including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award. Any party may be represented by an attorney selected by that party and any award of attorney’s fees or costs shall be made in accordance with the applicable substantive law. BY USING THE SERVICES, YOU AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND YOU AGREE THAT THIS SECTION CONSTITUTES A WAIVER OF YOUR RIGHTS TO A JURY TRIAL.
17.20. Waiver of Class Actions. YOU AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY USING THE SERVICES, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS.
17.21. Attorney’s Fees. In the event of litigation relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
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