RFX, INC.

WEBSITE TERMS AND CONDITIONS OF USE

 

The following contain our Website Terms and Conditions of Use (“TOS”), which govern your use of our Site (defined below).  If you do not agree to this TOS do not use or access the Site.  If you use the Site, this TOS constitutes a binding contract and agreement between you as the user and RFX, Inc., a Massachusetts corporation (“RFX”) as the owner of the Site.  This TOS does not govern the terms and conditions of shipments arranged or coordinated by RFX, which are governed by RFX’s Standard Terms of Service that can be found at www.shiprfx.com.

  1. ACCEPTANCE OF TERMS.

1.1      Overview.

The TOS contained herein govern all use by you of the RFX servers, databases, websites and domains accessed through RFX’s internet website portals (the “Site”). The Site is owned and operated by RFX. Access to the Site is offered by RFX subject to your acceptance of the TOS and all other operating rules, policies and procedures that may be published from time to time on or through the Site.

BY USING OR ACCESSING THE SITE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SITE.

1.2      Modification.

RFX reserves the right, at its sole discretion, to modify or replace any of the TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Site following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to stop accessing, browsing and otherwise using the Site.

  1. YOUR USE OF THE SITE.

2.1      License to Use.

RFX grants to each user accessing the Site, a non-exclusive, non-transferable, non-sublicensable right to use the Site: (a) in compliance with this TOS, and (b) to the extent permitted under all applicable laws and regulations (foreign and domestic).

 

2.2      Prohibited Acts.

You shall not, and shall not permit anyone else to, directly or indirectly: (a) modify, reproduce or otherwise create derivatives of any part of the Site or Site Content (defined below); (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Site (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (c) use any username and password in order to allow unauthorized users to access or use the Site for any purpose; (d) remove or alter any proprietary notices or labels on or in the Site or Site Content; (e) engage in any activity that interferes with or disrupts the Site; (f) engage in any fraudulent activity or activity that facilitates fraud; (g) engage in any activity that could reasonably result in the unauthorized disclosure of private personal information under any applicable law; or (h) use any program, code, algorithm or other methodology to gain unauthorized access to the Site or obtain or attempt to obtain any private personal information, documents, data or other Content (defined below), not purposely made available through the Site by RFX.

  1. SITE CONTENT.

You agree that all material, including without limitation information, data, email addresses, contact information, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Site or otherwise made available by RFX in connection with the Site (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets, patents or other intellectual property and other proprietary rights and laws. RFX may own the Site Content or portions of the Site Content may be made available to RFX through arrangements with third parties. Except as expressly authorized by RFX in writing or in connection with your use of the intended functionality of the Site, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of RFX. Any rights not expressly granted herein are reserved.

  1. SPECIAL RULES FOR INTERNATIONAL USE.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable use of the Site. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of data, email addresses, solicitations, canvasing and spamming in the United States, Canada or the country in which you reside or the country in which you intend to conduct business over the Internet.

  1. INDEMNITY.

You agree to defend, indemnify and hold RFX, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your use of or connection with the Site; (b) your violation of this TOS; and/or (c) your violation of any rights of another.

  1. MODIFICATIONS/SUSPENSIONS/TERMINATIONS; CERTAIN DISCLAIMERS.

 

RFX reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Site (or any part thereof) for any reason or no reason with or without notice.

You agree that RFX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

RFX is concerned about the privacy of all users of the Site and uses standard security measures.  However, due to the nature of Internet and wireless technologies, there is no way to provide complete assurance that security will not be breached.  RFX will not in any case be liable for any unauthorized data access to the maximum extent allowed by law.

  1. OTHER WEBSITES.

The Site may provide, or third parties may provide, or the Content may contain, links to other Internet websites or resources, including third-party payment solution providers unrelated to RFX.  Because RFX has no control over such websites and resources, you acknowledge and agree that RFX is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that RFX shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource, including third-party payment solution providers, if applicable.

  1. TERMINATION OF SERVICES.

RFX, in its sole discretion, may terminate your revocable license to use the Site. You agree that any termination of your license to use the Site may be effected without prior notice. Further, you agree that RFX shall not be liable to you or any third party for any termination of your right to use or otherwise access the Site. All provisions of this TOS that by their nature should survive termination of your right to use the Site shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).  Upon termination, you agree to cease access to the Site.

  1. DISCLAIMER OF WARRANTIES.

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. RFX HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. RFX MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS, (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) ANY ERRORS IN THE SITE WILL BE CORRECTED. RFX IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE SITE CONTENT. RFX WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (A) THROUGH (D) ABOVE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  1. LIMITATION OF LIABILITY.

RFX SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SITE, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) ANY MATTERS BEYOND RFX’S REASONABLE CONTROL.

  1. RELEASE.

IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SITE, YOU HEREBY RELEASE AND AGREE TO RELEASE RFX, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER AUTHORIZED USERS) IN CONNECTION WITH YOUR ACCESS AND USE OF THE SITE.

IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. PRIVACY.

All information provided by you or collected from you by RFX in connection with the Site is governed by RFX’s Privacy Policy, a copy of which is located at www.shiprfx.com.

RFX recommends that you review the Privacy Policy closely. You should take care to protect private information or information that is important to you. RFX shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use, except as may be required by applicable law.

  1. NOTICE.

The Site may provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Site. Any notice from you to us shall be sent in writing to our mailing address provided on our Site from time to time.

  1. RFX INTELLECTUAL PROPERTY

The trademarks, service marks, and logos of RFX (the “RFX Trademarks”) used and displayed in connection with the Site are registered and unregistered trademarks or service marks of RFX. Other company, product, and service names used in connection with the Site may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with RFX Trademarks, the “Trademarks”). You may not use any Trademark displayed in connection with the Site without the prior written consent of RFX. The Trademarks may not be used to disparage RFX, any third party or RFX’s or third party’s products or services, or in any manner (in RFX’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless RFX approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any RFX Trademark shall inure to RFX’s benefit.

  1. GENERAL.

15.1    Entire Agreement.

Unless otherwise expressly provided in any agreement executed between you and RFX, this TOS constitutes the entire agreement between you and RFX regarding your use of the Site, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and RFX on the subject matter hereof.

15.2    Choice of Law.

This TOS is governed by the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles.

15.3    Binding Arbitration With Respect to Use of Site.

Any dispute arising out of or in connection with your use of the Site shall first be settled amicably by the parties wherever practicable, without recourse to arbitration or litigation.  Any controversy or claim arising out of or relating to this TOS or the Site that cannot be amicably settled shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and RFX agree to submit to the personal jurisdiction of the courts located within Suffolk County, Massachusetts. RFX may seek any interim or preliminary relief from a court of competent jurisdiction located in Suffolk County, Massachusetts, to protect the rights or property of RFX (or its agents, suppliers, and subcontractors) pending the completion of arbitration. For the sake of clarity, this dispute resolution provision shall only govern disputes regarding use of the Site and shall not affect the dispute resolution provisions that govern shipments arranged or coordinated by RFX, which are governed by RFX’s Standard Terms of Service that can be found at www.shiprfx.com.

 

 

15.4    Waiver; Invalid Provisions.

The failure or delay of RFX to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.

15.5    Force Majeure.

In the event RFX is delayed or hindered in or prevented from the performance of any required act by reason of acts of God, strikes, lockouts, failure of power, restrictive laws, riots, insurrections, acts of terrorism, war, pandemic, or other reason of similar nature beyond RFX’s control, then performance of that act shall be excused for the period of such delay.

15.6    Time to File Claim.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15.6    Headings.

The section titles in this TOS are for convenience only and have no legal or contractual effect.

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