Evolve Partners, Inc. (“EPI”) Terms and Conditions of Use
Last Updated: July 1, 2007
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.
By accessing or otherwise using this Web Site ("Site”), you agree to be bound by these Terms and Conditions of Use.
Changes to the Terms and Conditions
EPI may change these Terms and Conditions of Use at any time, without prior notice. If you access or use the Site after EPI posts a change, you implicitly accept that change. If you do not accept the change, do not access or use the Site. You should check these Terms and Conditions of Use periodically.
Access, Restrictions and Use of the Site
EPI grants you a limited license to access and use the Site, including to display, copy, distribute and download its content, only for your personal, non-commercial use and provided that you do not modify the Site, its content, or any copyright or other proprietary notices. This license terminates automatically if you breach any of these Terms and Conditions of Use. Upon termination, you must immediately destroy all copies in your possession.
Unauthorized use of the Site or any content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Except as expressly authorized above, you may not copy, modify, distribute, download, display, transfer, post, or transmit the Site or its content in any form without EPI’s prior written permission.
The following activities are also expressly prohibited without EPI's prior written permission: any non-personal or commercial use; use of any robot, spider, other automatic device, or manual process to monitor or copy the Site or any of its content; "mirroring" the Site or any content on any other server; collection or use of product listings, descriptions, or prices for a supplier of competitive or comparable products; and any action that imposes an unreasonable or disproportionately large load on the Site or otherwise interferes with its functioning.
Posting and Transmitting to the Site
You may not post or transmit any threatening, defamatory, sexually graphic, inflammatory, profane, or other inappropriate material. EPI reserves the right to edit or remove any post or transmission that, in its judgment, is not appropriate.
Accuracy of Information and Disclaimer of Warranty
EPI has made every effort to present the content on the Site accurately, but additions, deletions and changes may occur. Content is provided “as is”; neither EPI nor its representatives or affiliates make any representation or warranty with respect to the content.
EPI and its representatives or affiliates specifically disclaim, to the fullest extent permitted by law, any and all warranties, express or implied, relating to the Site or its content, including but not limited to, implied warranties of merchantability, completeness, timeliness, correctness, non-infringement, or fitness for any particular purpose.
Limitation of Liability
Under no circumstances will EPI or its affiliates have any liability with respect to any claims or damages (whether direct or indirect, special, incidental, consequential or punitive) as a result of your access or use of (or inability to access or use) this Site or its content, even if they have been advised of the possibility of such damages. You access and use this Site at your own risk.
Links to this Site
EPI grants you a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site so long as the link does not portray EPI or its products or services in a false, misleading, derogatory, or offensive matter. You may not use the EPI logo, trademark, or name, or other proprietary graphics in the link without the prior written permission of EPI.
Links to Third Party Web Sites
The information on this Site, including without limitation all design, text, images, white papers, press releases, and other information, is protected under United States and other copyright laws and is owned by EPI or used with permission of the copyright owner. The information may not, except under written license, be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without EPI prior written consent, except to the extent that such use is authorized under the United States copyright laws. EPI trademarks, logos, images, and service marks used on this site are the property of EPI and may not be used without permission from EPI and then only with proper acknowledgment.
This Site may contain forward-looking statements. Actual results and performance may vary.
Materials provided on this Site are protected by law, including, but not limited to, United States copyright law and international treaties. The copyright in the content of the Site is owned by EPI or others. Except for the limited rights granted above, all other rights are reserved.
All trademarks are the property of their respective owners. Some images and content are courtesy of manufacturers and other third party providers.
For Use in the United States
This Site is controlled and operated by EPI from its offices and hosting facilities within the United States. EPI does not represent that the Site is appropriate or available for use elsewhere; access to the Site from locations where its contents are illegal is not authorized. If you access this Site from outside the United States, you do so on your own initiative and at your own risk.
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Evolve Partners, Inc. (“EPI”) Terms and Conditions of Sale
Last Updated: July 1, 2007
PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY.
The Terms and Conditions of Sale are limited to those contained herein. Any additional or different terms in any form delivered by customer are hereby deemed to be material alterations and notice of rejection of them is hereby given. By accepting delivery of products and services in EPI’s invoice or similar documentation, customer agrees to be bound by and accepts these Terms and Conditions of Sale unless a mutual, separate agreement is in effect, in which case that agreement will govern.
These Terms and Conditions of Sale constitute a binding contract between Customer and EPI. Customer accepts these Terms and Conditions of Sale by making a purchase, placing an order or otherwise shopping on EPI's Website (the "Site"). These Terms and Conditions of Sale are subject to change without prior notice, except that the terms and conditions of sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question. These Terms and Conditions of Sale constitute the entire agreement between Customer and EPI relating to the Terms and Conditions of Sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions of Sale contained herein and in EPI’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Sale or any purchase order or invoice related thereto.
THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN ORANGE COUNTY, CALIFORNIA AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA AND SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.
Title and Risk of Loss
If Customer provides EPI with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for EPI, title to products and risk of loss or damage during shipment passes from EPI to Customer upon shipment from EPI’s facility or service providers. For all other shipments, title to products and risk of loss or damage during shipment passes from EPI to Customer upon receipt by Customer. Title to software will remain with the applicable licensor(s). EPI retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges where applicable.
If this transaction involves an export under the Export Administration Regulations, the commodities, technology and/or software sold or distributed under these Terms and Conditions of Sale exported from the United States by EPI or its service providers were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States.
Customer understands that EPI is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not EPI. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by EPI. In connection with services, neither affiliates of EPI nor third party service providers are agents of EPI and EPI has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. EPI AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF EPI, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.
Pricing Information; Availability Disclaimer
All pricing is subject to change. EPI reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements and pricing contracts. All orders are subject to product availability. Therefore, EPI cannot guarantee that it will be able to fulfill, in whole or in part, Customer’s orders.
Limitation of Liability
NEITHER EPI NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER EPI NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED DIRECTLY BY EPI OR ITS AFFILIATES, NEITHER EPI NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.
EPI will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Third Party Services
Customer acknowledges and agrees that, in some instances, EPI and its affiliates are resellers of services and are not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases EPI and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers. Services may be subject to tax. All amounts, including taxes, associated with third party services are being collected by EPI solely in the capacity as an independent sales agent.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these Terms and Conditions of Sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or EPI's advertising and marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF EPI, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither EPI nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions of Sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in the County of Orange, California. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to EPI arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
Orders, Payment Terms, Interest, Taxes
Orders are not binding upon EPI until accepted by EPI. Terms of payment are within EPI’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. EPI may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold EPI harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of EPI’s costs of collection, including court costs, filing fees and attorney’s fees.
Return Allowances & Restrictions
Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
- Please contact EPI to request a Return Request (RMA) before shipping product back to EPI. Returns sent to EPI without a pre-approved RMA will be sent back to Customer at Customer expense.
- In order to expedite a Return Request (RMA), please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return and whether the box has been opened or is manufacturer sealed.
- Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete.
- Customer is responsible for shipping charges to EPI’s returns center for all products being shipped for return. Products exchanged or replaced will be shipped by EPI to Customer, at EPI’s expense using a ground shipping method. Customer is responsible for shipping or handling charges for air freight.
- Customer is responsible for all risk of loss and damage to products being shipped for return. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure quick action on your return.
- Returns are generally accepted for up to 30 days from the date of purchase, however, return privileges vary by manufacturer or may require that you deal directly with the manufacturer. If the product you intend to return is governed by a manufacturer’s direct return policy, we will notify you immediately with details on who to contact.
- Returns may be subject to a 15% restocking fee.
If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify EPI immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify EPI of damaged products WITHIN THE FIRST 10 DAYS of receipt. Timely receipt of this information is necessary for EPI to file a damage claim.
EPI accepts, VISA, MasterCard and American Express credit cards only. Purchase Orders, Company or Certified Checks, Money Orders, Wire Transfers, or other forms of payment must be pre-approved by EPI unless a prior, mutual agreement has been reached between EPI and Customer.
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