TECHWAVE SHOPPING CART END USER LICENSE AGREEMENT
This TECHWAVE Shopping Cart End User License Agreement (“Agreement”) is by and between TECHWAVE.com, Inc. (“ TECHWAVE ”), a/an Hira California corporation, and you, your heirs, assigns, agents and contractors (“You”) and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of TECHWAVE Shopping Cart Service (“Techwave Shopping Cart”) and represents the entire Agreement between You and Techwave. By using TECHWAVE Shopping Cart, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies which TECHWAVE may establish from time to time. Such Agreements may be found here.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with TECHWAVE, whether or not the transactions were in Your behalf. You acknowledge that TECHWAVE 's acceptance of any application made by You for services provided by TECHWAVE will take place at the jurisdiction of California.
As consideration for the Services purchased by You and provided to You by TECHWAVE, you agree to pay TECHWAVE a monthly or annual fee, depending on which payment plan You signed up for when You purchased TECHWAVE Shopping Cart. If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You establish Your TECHWAVE Shopping Cart account with TECHWAVE unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. If you signed up for an annual payment plan, and You elected the automatic renewal option, TECHWAVE will automatically renew Your service when it comes up for renewal and will take payment from the Payment Method You have on file with TECHWAVE , at TECHWAVE 's then current rates. Payment is to be made by You providing either a valid credit card, an online check, or using “Good as Gold” to establish a cash reserve for charge by TECHWAVE (collectively, the “Payment Method”). Personal checks and money orders may only be used only to fund “Good As Gold” (GAG) accounts. All personal checks will be delayed fourteen (14) days until the money is credited. If You purchase an automatically renewing service or product by personal check, it is Your responsibility to make payment arrangements for each renewal payment. Payments are non-refundable. If for any reason TECHWAVE is unable to charge Your Payment Method with the full amount of the Service provided, or if TECHWAVE is charged a penalty for any fee it previously charged to Your Payment Method, You agree that TECHWAVE may pursue all available remedies in order to obtain payment. In the event that You exceed the scope of the Services as set forth in Your Agreement, You shall pay TECHWAVE for such additional service not within the scope of Your Agreement as specified. TECHWAVE reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Management page.
2. TERM, TERMINATION, MODIFICATIONS
The term of this Agreement shall commence on the date You purchase the TECHWAVE Shopping Cart Service, and will continue in full force and effect as long as TECHWAVE is providing the TECHWAVE Shopping Cart Service to You.
You agree that You will be responsible for notifying TECHWAVE should You desire to terminate Your use of TECHWAVE Shopping Cart Service. Notification of Your intent to terminate must be provided to TECHWAVE no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date. In the absence of notification from You, TECHWAVE will automatically continue providing access to the TECHWAVE Shopping Cart Service indefinitely and will charge the Payment Method you have on file with TECHWAVE , at TECHWAVE's then current rates. It is Your responsibility to keep Your Payment Method information current, including the expiration date of any credit cards You have on file. TECHWAVE reserves the right, in its sole discretion and without notice, at any time and for any reason, to suspend Your access to or use of TECHWAVE Shopping Cart.
You agree that TECHWAVE may modify this Agreement from time to time. TECHWAVE may also discontinue the Services it provides under this Agreement. You agree to be bound by any changes TECHWAVE may reasonably make to this Agreement when such changes become effective.
3. THE SERVICE
With TECHWAVE Shopping Cart, TECHWAVE will provide You with the ability to create, manage and maintain an online storefront provided, however, that You abide by the terms and conditions set forth herein and in each of TECHWAVE 's policies and procedures.
TECHWAVE Shopping Cart allows You to:
- Add, access, manage and maintain a catalog of products and/or services and present said catalog on the Internet through a compiled storefront rendered as a domain (Web site) or sub-domain;
- Engage in the selling of physical and downloadable goods over the Internet,
arrange for the collection of payment related to applicable tax and shipping fees,
collect credit card and personal information for the purpose of conducting transactions
- Perform order management and processing activities, and
generate business reports related to storefront business activity, storefront content
and many more features listed on the site
You shall be solely responsible for providing, updating, uploading and maintaining Your storefront and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Your storefront, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your Web site content shall also include any registered domain names provided by You or registered on behalf of You in connection with the TECHWAVE Shopping Cart.
Availability of Services
Subject to the terms and conditions of this Agreement, TECHWAVE shall attempt to provide TECHWAVE Shopping Cart Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. You agree that from time to time the TECHWAVE Shopping Cart Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which TECHWAVE may undertake from time to time; or (iii) causes beyond the control of TECHWAVE or which are not reasonably foreseeable by TECHWAVE , including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that TECHWAVE has no control over the availability of TECHWAVE Shopping Cart Services on a continuous or uninterrupted basis.
4. YOUR OBLIGATIONS
By using the TECHWAVE Shopping Cart Service, You agree that You are age 18 or over. The TECHWAVE Shopping Cart Service is available only to persons who can make legally binding contracts under applicable law.
You agree that you have provided accurate, current and complete information in the application process and that You will notify TECHWAVE within five (5) business days when any of the information You provided as part of the application and/or registration process changes. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by TECHWAVE to determine the validity of information provided by You, will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if TECHWAVE has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, TECHWAVE has the absolute right, in its sole discretion, to terminate its TECHWAVE Shopping Cart Services and close Your account.
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in TECHWAVE Shopping Cart and all rights are reserved by TECHWAVE or its licensor . You agree that the TECHWAVE Shopping Cart Service, the names and logos of TECHWAVE and all related product and service names, design marks and slogans, are the property of TECHWAVE and its affiliates, and that You are not authorized to use any of them in any advertising, publicity, or other commercial venture without the prior written consent of TECHWAVE . You are responsible for ensuring that your Web site conforms to all local, state, federal, and international laws. Further, you are responsible for securing permission to use any copyrighted, trademarked or otherwise legally protected images, text, or other Web site elements that are not provided by TECHWAVE . You affirmatively acknowledge that TECHWAVE is relying on Your representation concerning Your proper use of all content on any Web site You create or control. If your Web site includes GIF images and you are NOT using the Application, you must ensure that your GIF images are licensed by Unisys or were created with Unisys Authorized Software. Moving your Web site from one hosting server or provider to another is Your responsibility. TECHWAVE will not transfer or FTP Your Web site to another hosting provider.
Product and Service Agreements
You agree to enter into any Third Party User Agreements necessary before you may use any of the Payment, Shipping, Tax Calculations or other options associated with the TECHWAVE Shopping Cart. You further agree to enter into any TECHWAVE and affiliate User Agreements required for the customization and operation of your TECHWAVE Shopping Cart, including, but not limited to, agreements for domain registration, hosting, and products. Such Agreements may be found here.
End Customer Payment and Taxes
You understand that you are responsible for collecting, and managing all end customer payments. Similarly, you are responsible for the payment of all applicable state, federal or international taxes on products you sell using the TECHWAVE Shopping Cart. It is your responsibility to read and agree to all End User License Agreements required for use of Your selected Payment Methods and Tax options. TECHWAVE is not responsible for the accuracy of information obtained through the Payment Method and Tax options.
Storage and Security
At all times, You shall bear full risk of loss and damage to your Web site and all of Your Web site content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree that you are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the Site or any of Your Web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your Web site content; (ii) maintain independent archival and backup copies of Your Web site content; (iii) ensure the security, confidentiality and integrity of all your Web site content transmitted through or stored on TECHWAVE ’s servers; and (iv) ensure the confidentiality of Your password. TECHWAVE ’s servers and hosting services are not an archive and TECHWAVE shall have no liability to You or any other person for loss, damage or destruction of any of Your content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify TECHWAVE , whereupon TECHWAVE shall suspend access to Your Web site by use of such password and issue a replacement password to You or Your authorized representative. TECHWAVE will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by TECHWAVE or another party due to someone else using Your account or password.
If You are hosting Your Web site on TECHWAVE ’s servers, You are responsible for ensuring that there is no excessive overloading on TECHWAVE ’s DNS or servers. You may not use TECHWAVE ’s servers and Your Web site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and TECHWAVE reserves the right to remove sites that contain information about hacking or links to such information. Use of your Web site as an anonymous gateway is prohibited. TECHWAVE prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by TECHWAVE . You agree that TECHWAVE reserves the right to remove Your Web site temporarily or permanently from its hosting servers if TECHWAVE is the recipient of activities that threaten the stability of its network.
Sample Terms and Conditions
Sample Terms and Conditions are provided for reference purposes only. TECHWAVE is not responsible for your use of the sample terms and conditions, you use them at your own risk. The default terms and conditions provided through the TECHWAVE Shopping Cart Terms and Conditions page can be used with the following disclaimer: The descriptions and suggestions are not legal, tax or financial advice. TECHWAVE Shopping Cart does not guarantee to the legality of any phrasing or provisions offered or derived from these descriptions and suggestions. You should consult with an attorney to ensure that your terms and conditions are sufficient to meet your needs, appropriate for your jurisdiction and are legally binding on your customers.
5. TECHWAVE ’S RIGHTS
TECHWAVE explicitly reserves the right and sole discretion to: (i) modify its pricing through email notification; (ii) terminate Your TECHWAVE Shopping Cart Service for unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not “opted-in”); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; non-payment of TECHWAVE Shopping Cart fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that TECHWAVE determines to be harmful to its other customers, operations, or reputation; (iii) terminate Your TECHWAVE Shopping Cart Service if Your use of the Service results in, or is the subject of, legal action or threatened legal action, against TECHWAVE or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, and (iv) terminate Your Service if You have not accessed or logged into it for 90 days. If TECHWAVE terminates Your Service, it may, at its own option, remove and destroy data and files stored by You on its servers. TECHWAVE has no obligation to monitor Your TECHWAVE Shopping Cart Service, but reserves the right in its sole discretion to do so.
6. NO SOLICITATION
You agree that You will NOT approach any employees of TECHWAVE and its affiliates with proposals to hire them as its own employees or contractors. If You were to hire any of TECHWAVE ’s employees, You agree to pay TECHWAVE for each employee hired the greater amount of three years’ salary for that employee, as You are to pay such employee.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL TECHWAVE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, YOUR INABILITY TO USE THE ACCOUNT OR YOUR TECHWAVE SHOPPING CART, YOUR LOSS OF DATA OR FILES, OR OTHERWISE, EVEN IF TECHWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT TECHWAVE’S TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO TECHWAVE HEREUNDER FOR THE ONE (1) YEAR PERIOD PRIOR TO ANY ACT OR OMISSION GIVING RISE TO ANY POTENTIAL LIABILITY. TECHWAVE SHALL NOT BE LIABLE FOR INCOMPLETE TRANSACTIONS OR DEFECTS DUE TO THE INAVAILABILITY OR DEFECTIVENESS OF THIRD PARTY PRODUCTS OR SERVICES.
You agree to release, defend, indemnify and hold harmless TECHWAVE and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any action, claim, demand, dispute, liability, losses, damages or costs, including reasonable attorney's fees and costs, resulting from or related to (i) Your breach of this Agreement, (ii) any negligence or willful misconduct by You; (iii) any allegation that Your TECHWAVE Shopping Cart Service infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets; (iv) any action or conduct of TECHWAVE ’s undertaken pursuant to this Agreement; or (v) Your use of the Service. You shall defend and settle at Your sole expense all proceedings arising out of the foregoing. You agree that TECHWAVE shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify TECHWAVE of any such claim promptly in writing and to allow TECHWAVE to control the proceedings. You agree to cooperate fully with TECHWAVE during such proceedings. You agree You will not be entitled to a refund of any fees paid to TECHWAVE if, for any reason, TECHWAVE takes corrective action with respect to Your improper or illegal use of its TECHWAVE Shopping Cart Services.
9. DISCLAIMER OF WARRANTIES
TECHWAVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT. TECHWAVE SHOPPING CART SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
11. VENUE; WAIVER OF TRIAL BY JURY
THIS AGREEMENT SHALL BE DEEMED ENTERED INTO IN THE STATE OF CALIFORNIA. THE LAWS AND JUDICIAL DECISIONS OF CALIFORNIA, SHALL BE USED TO DETERMINE THE VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT. YOU AGREE THAT ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT, SHALL BE BROUGHT IN THE COURTS OF CALIFORNIA. YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.
You agree that all notices (except for notices concerning breach of this Agreement) from TECHWAVE.com, to You may be posted on our Web site. Notices concerning breach will be sent to either the email or postal address You have on file with TECHWAVE.com, Inc... In either case, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to TECHWAVE.com, Inc. shall be either made by email, facsimile, or mailed to the address we provide on our Web site, or first class mail to our address below. They shall be deemed to be delivered when received by TECHWAVE.com, Inc. through first class mail the date they are received, or when sent by facsimile.
13. SOFTWARE DEVELOPMENT
Any customized development there are no refunds of any kind, total project time is estimation, can, and will exceed the original if the customer adds more features or has constant changes.
14. REFUND POLICY
There is no refund of any customized software development or special features development, cancellation within 24 hrs will be honored and after that once the work has started on the project no refunds are given. Customer is liable for full project cost even if he cancels at any stage. It is agreed and binding and the customer agrees that in case of any disputes it will be settled in city of Pomona, Ca, U.S.A
269 Pacific St,
Pomona, Ca 91768