Terms and Conditions

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Web Site Terms & Conditions of Use

Welcome to the dSHIFT web site. These Terms and Conditions set forth certain rules and policies that govern the use of the dSHIFT web site, and therefore it is important that you read these Terms and Conditions carefully. By using this web site, you, agree to be bound by the Terms and Conditions below and you represent and warrant to dSHIFT that you are authorized to be bound by these Terms and Conditions, both personally, and on behalf of any legal entity of which you are a representative, agent or employee, when you are acting in such capacity as a representative, agent or employee. Please note that because these Terms and Conditions are subject to change, we advise you to read these Terms and Conditions regularly. If you continue to access and use this web site after changes to the Terms and Conditions are posted, your use shall be deemed to constitute acceptance of all revisions. It will be your responsibility to review this page for possible modifications. If you do not agree with these Terms and Conditions, please do not access, visit nor make any use of this web site or the information or content included in the web site.

General Rules and Policies

dSHIFT operates this web site to provide information, education and communication to our customers. These Terms and Conditions set forth certain rules and policies that govern the use of this web site generally. However, some sections this web site is governed by additional terms and conditions. For example, our Privacy Policy details how we collect and handle “personally identifiable information” you may provide to us through this web site. Those separate terms and conditions are in addition to these Terms and Conditions, which govern your access and use of this web site, any content, materials or information provided by dSHIFT on or from this web site (“Content”) and any e-mail correspondence between us.

Your privilege to access and contribute to our web site is subject to your continuing compliance with these Terms and Conditions. By using this web site, you, agree to be bound by the Terms and Conditions below and any applicable additional terms and conditions applicable to specific sections of this web site, and all applicable international, national, federal, state and local laws and regulations.

Unless otherwise expressly provided, Content offered on this web site does not constitute an offer or solicitation to conduct business in any jurisdiction. Persons accessing, visiting or using this web site must satisfy themselves that the laws of their country allow them to access the information or must refrain from accessing, visiting or using the web site accordingly.

Disclaimer of Warranties

Your use and access of the web site is at your own risk. Your use and access of this web site is without warranty of any kind, and any Content on this web site is provided “as is”.To the fullest extent permissible by applicable law, dSHIFT hereby disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

While dSHIFT uses reasonable efforts to include accurate and up to date information on this web site, dSHIFT makes no warranties or representations as to the accuracy, adequacy, completeness, timeliness or fitness for any specific purpose of the Content included or referred to in this web site or the reliability and honorableness of its sources. There may or may not be technical inaccuracies or typographical errors contained in this web site, and dSHIFT will correct such items at its sole discretion as they are discovered. dSHIFT assumes no liability or responsibility for any errors or omissions in the content of this web site. There is no warranty that any particular results may be obtained by use of this web site.

dSHIFT, however, does not guarantee that this web site will be error free or that the web site or the server that operates it are free of viruses or other harmful components. It is your responsibility to maintain backup files adequately and to update virus detection software to protect the integrity or security of your computer system. If, as a result of your direct or indirect use of this web site, you determine that your property or equipment requires servicing or replacing, you hereby acknowledge that Xavor Corporation is not responsible for any costs incurred.

Limitation of Liability

You expressly understand and agree that dSHIFT shall NOT be liable for any direct, indirect, incidental, special, consequential, punitive, special or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses whether based on breach of contract or warranty, tort (including negligence), product liability, contract or otherwise (even if we have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use this web site; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from this web site; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on this web site; or (v) any other matter relating to this web site or your use of this web site.

Links to Third Party Web Sites

We may provide links to other World Wide Web sites or resources. We have no control over such sites and resources and we make no representations about any content or material available at these locations. We are not responsible for the availability of such external sites and resources and will not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any content or material available from such external sites and resources.

By linking to a third party web site, or by being a target of a link from a third party web site, dSHIFT does not endorse or recommend any products or services offered on such third party web site. dSHIFT does not make any representation, implied or explicit, as to the accuracy or reliability of the information to be found, directly or indirectly, on any third party web site. Your linking to or from any third party web site pages or other web sites is at your own risk.

Intellectual Property Rights

The Content contained in this web site is protected by intellectual property rights, which are claimed by dSHIFT, its affiliated entities or third parties. These intellectual property rights include, but are not limited to, patents, trademarks, trade names, inventions, copyrights, (registered and unregistered) design rights, databases, or know how and any other intellectual property relating to the web site, the Content, and products of dSHIFT and third parties.

The Content may not be used (except as provided in these Terms and Conditions, the applicable terms and conditions associated with that section of this web site, or any additional terms or licenses which dSHIFT designates as applicable to such Content) without the prior written permission of dSHIFT or the third party owner of the intellectual property rights in question. Nothing contained on this web site should be construed as granting you, your agents or employees any license or written permission to use the Content or intellectual property rights.

Subject to the paragraph “Export Controls and Special Obligations for International Users,” you may use the Content, but only while accessing this site, and print one copy of any Content posted on the site, but in all cases, only for your personal, non-commercial use, provided you also retain and do not alter any copyright and other proprietary rights notices contained on the content except as expressly provided above, all rights are reserved.

dSHIFT does not otherwise authorize you to distribute, modify, transmit, reuse, report, decompile, reverse engineer or use any Content and other contents of the web site for public or commercial purposes, including any text, images, audio or video that may be provided. Your unauthorized use of any intellectual property rights, Content or any other content on the web site is strictly prohibited. Please be aware and advised that dSHIFT will aggressively enforce its intellectual property rights to the fullest extent of the applicable law.

dSHIFT does not warrant or represent that your use of Content contained in or displayed on this web site will not infringe intellectual property or other rights of third parties.

Trademarks

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on this web site, including the logo, and “Delivering business value through technology and innovation”, are trademarks of dSHIFT. All other trademarks, trade names, service marks, and similar marks depicted herein are the properties of their respective owners. Nothing contained on this web site should be construed as granting to you or any other party, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this web site without the written permission of _ or such third party that may own the Trademarks displayed on this web site. Your misuse of the Trademarks displayed on this web site or any other Content on this web site, except as provided in herein, is strictly prohibited. Use of any dSHIFT trademarks as Meta tags on other web sites also is strictly prohibited.

Unauthorized Access, Use or Modification

Access to and use of password protected and / or secure information areas of the web site is restricted to authorized users only. Unauthorized individuals attempting to access this information or these areas of the web site may be subject to prosecution. You may not transfer any files, programs or e-mails containing any viruses, Trojan horses, worms, or other computer programming routines that may harm, corrupt, expropriate information from, or place a disproportionately large burden on this web site, it’s files or databases, or those of its users. You may not access or tamper with non-public areas of this web site, or postings of other members or their files without the express, written authorization of dSHIFT. You may not harvest or otherwise collect information about others, including e-mail addresses.

You may not “frame” or otherwise confuse users as to the origin of this web site without the express, written permission of dSHIFT. You may set up links from other web sites to the home page of this web site. However, you must first obtain the prior written consent of dSHIFT to set up links to any other pages within this web site, whether by hypertext linking, deep linking, framing, tagging or otherwise.

Confidentiality of User Communications

The information provided by you during any registration procedure on this web site, along with certain other “personally identifiable information” is subject to our Privacy Policy. For more information see our Privacy Policy. However, you should assume that any other communication or information you transmit through, to, or in connection with this web site will not be private. By accessing and using this web site, you expressly authorize dSHIFT to treat any communication or information you transmit through, to, or in connection with this web site as non-confidential and non-proprietary, and further hereby grant us a perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, publicly display, and delete all or any portion of such communication or, without further permission from you. You represent and warrant that you are the owner of any copyright to such communication or information or have the permission of the copyright owner to post or transmit such communication or information. If such communication or information is confidential or proprietary, you should not transmit it. If you do transmit any communication or information, dSHIFT may use and share such communication or information for any purpose, including but not limited to research, development or manufacturing activities.

Termination and Indemnification

dSHIFT reserves the unconditional right to terminate your access to and use of this web site at any time, without prior notice, if dSHIFT believes you to have violated any of these Terms and Conditions, or other terms and conditions applicable to a section of this web site. You agree, at your own expense, to indemnify, defend and hold harmless dSHIFT, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the web site from and against all losses, expenses, claims, actions, damages and costs, including reasonable attorneys’ fees, resulting from your use of this web site, any violation by you of these Terms and Conditions (or other terms and conditions applicable to a section of this web site) or dSHIFT’s termination of your access to or use of this web site. Such termination will not affect the rights or obligations or you or dSHIFT, which accrued before such termination. dSHIFT reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including the right to block access from a particular Internet address or user to the web site.

Complete Agreement; Miscellaneous

These Terms and Conditions, and any applicable additional terms and conditions applicable to specific sections of this web site, constitute the entire agreement between you and dSHIFT relating to your access to and use of this web site and supersede any prior or contemporaneous representations or agreements. In the event of a conflict between these Terms and Conditions and the additional terms and conditions relevant to a specific section of this web site, such additional terms and conditions will prevail over these Terms and Conditions with respect to those specific sections of this web site. dSHIFT may assign its rights and duties under these Terms and Conditions (or other terms and conditions applicable to a section of this web site) to any party at any time without notice to you. You may not transfer, assign or delegate your rights or obligations under these Terms and Conditions to any third party. Any such assigns, transfers or delegations shall be deemed null and void. Neither the course of conduct between the parties nor trade practice shall act to modify any provision herein. dSHIFT’s failure to insist upon or enforce strict performance of any provision herein shall not be construed as a waiver of any provision or right.

Export Controls and Special Obligations for International Users

The United States, European Union and any applicable national export control laws prohibit the export of certain technical data and software to certain territories. You agree to comply with all applicable local laws and regulations regarding online conduct, and the transmission of Content, including technical data, exported from the United States or the country in which you reside. No Content from this web site may be downloaded or otherwise exported in violation of these laws.

Governing Law and Jurisdiction

These Terms and Conditions (and other terms and conditions applicable to a section of this web site), and the relationship between dSHIFT and you shall be governed by the laws of the State of California without regard to its conflict of law provisions, as applied to transactions entered into and to be performed wholly within California between California residents. Any legal action concerning these Terms and Conditions or this web site must be brought within one (1) year after the claim or cause of action arises and must be brought in the State of California, without prejudice to dSHIFT’s or the web site user’s right to bring suit before a court of competent jurisdiction.

Construction and Enforceability

If any portion of these Terms and Conditions (or other terms and conditions applicable to a section of this web site) is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible. Any unaffected provision of these terms and Conditions shall remain in full force and effect.

Any rights not otherwise expressly granted by this Agreement are reserved by dSHIFT.