1. TERMINOLOGY AND INTERPRETATION
- “PROOF”, “we”or “us” refers to us, the company that operates the Website. “User“, “you” and “your” refers to you, the person and/or company accessing and using the Website. All terms which refer to the offer, acceptance, consideration, payments or any other legal terms, are in accordance with and subject to the applicable law and jurisdiction as defined below. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable.
- The Website provides information about and platform for the purchase and ordering of our advanced driver-assistance systems and products (“the Products”).
2. YOUR USE OF THE WEBSITE AND/OR PRODUCTS
As a condition of your use of the Website and/or Products, you agree to the foregoing and you represent and warrant that:
- You have reached the age of 18;
- You are able to create a binding legal obligation and that you have a bank account and/or payment method under your name;
- You are not barred from using the Website and/or Products under applicable law;
- You have the right to provide any and all information you submit to PROOF, and all such information is accurate, true, current and complete, including, but not limited to your name, date of birth, payment information, ID and email address;
- You will update and correct information you have submitted to PROOF and ensure that it is accurate at all times (out-of-date or false information will invalidate your account);
- You represent and warrant that there are no restrictions, limitations, contractual or statutory obligations or restrictions or any other factor whatsoever which prevents or restricts from using the Website and/or providing us with information for the purpose of your use of the Website.
- You represent and warrant that you do not provide us with any personal information or payment information of any person other than yourself.
- You represent and warrant that you own all the rights including the Intellectual Property Rights (as will be defined herein) in any content you provide in connection with your use of the Website.
- You are responsible for updating and correcting information you have submitted to create or maintain your account. You understand and agree that PROOF shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and for any activity that occurs under your account.
3. WEBSITE USAGE RESTRICTIONS
You hereby represent and warrant that in your use of any of the Website, you or anyone acting in your behalf will not:
- Make any use of the Website that may mislead any person;
- Forge, manipulate or otherwise disguise the origin of any information you provide us with or improperly assume or claim the identity, characteristics or qualifications of another person;
- Sell, license, sub-license, lease, assign, transfer, pledge, or share any part of the Website with any third party;
- Modify, disassemble, decompile, reverse engineer, revise or enhance any or all parts of the Website or create any derivative works or otherwise merge or utilize all or any parts of the Website or attempt to discover any or parts of the Website’s source code;
- Make changes, copy, distribute, transmit, display, perform, reproduce, publish, issue a license, create derivative works from, interfere with or disrupt any part of the Website;
- Collect or “harvest” information from the Website about any other person, including, but not limited to any person’s email addresses, telephone numbers, addresses or any other personal information.
- Operate, allow the operation of, send or upload any application, program or any other means or measures, including but not limited to Worms, Crawlers, Viruses, Trojan horses and Robots, for searching, scanning, copying or automatic retrieval of content from the Website.
- You acknowledge and agree that in case of violation of any of the restrictions stated above, PROOF may act in accordance with the provision stated under section 9 herein.
4. DISCLAIMERS – YOUR USE OF THE WEBSITE
- Website is your responsibility.
- No information or advice given to You by any of PROOF’s representatives, whether orally or in writing, shall create any new warranties other than those explicitly stated herein nor extend the scope of same.
- You agree that your use of the Website and your reliance on any information contained in the Website are at your own risk.
- You acknowledge that PROOF and third party content providers, their partners and affiliates together with their respective employees, agents, directors, officers and shareholders, are not liable for any delays, inaccuracies, failures, errors, omissions, interruptions, deletions, defects, viruses, communication line failures or for the theft, destruction, damage or unauthorized access to your computer system or network.
- PROOF reserves the sole right to make any changes to the Website at any time for any reason, without prior notice, without your consent and/or knowledge and without liability for such changes, including, but not limited to, taking down, changing the content, structure, appearance and availability of the Website.
- PROOF does everything it can to ensure the credibility and accuracy of the information contained on and accessible through the Website. If you discover inaccuracy in such information, please notify us at: email@example.com
- PROOF gives no warranties as to the accessibility, performance or availability of any of the Website. Temporary suspension of access to the Website may occur due to various reasons, including, but not limited to, repairs, maintenance, system failures or for reasons beyond our control.
5. DISCLAIMERS – YOUR USE OF THE PRODUCTS
- Your use of the Products is subject to the User Manual and Warranty provided with the Products. Your use of the Products is also subject to Privacy laws, Libel laws, Intellectual Property laws and any other applicable law.
- By using the Products you undertake to act in accordance with the User Manual, Warranty and all applicable laws.
- The Products are provided to you “as is” and PROOF expressly disclaim any and all warranties and representations of any kind in respect to the Products other than the warranty provided with the Products, including without limitation, any warranties that the Products are fit for any particular purpose.
- You acknowledge and agree that the only liability PROOF bears in respect to the Products is the Products their functionality for the duration and under the terms of the Warranty provided with the Products and subject to your use of the Products in accordance with the User Manual.
- You hereby acknowledge and agree that PROOF shall not be liable to any damage, direct, indirect, monetary, physical, incidental or evidential, caused to you, to your property, or to any third party due to the Products malfunctioning and/or your use of the Products not in accordance with the instructions in the User Manual and/or violation of third party privacy rights or other rights as a result of your use of the Products.
- Any payments you make in the Website are performed, charged and processed by the third party payment service Stripe (“the Payment Service”). PROOF does not have access to, and does not collect or store any of the credit card or other payment method information you provide to the Payment Service in order to purchase Products offered to you in the Website.
- You acknowledge and agree that PROOF shall have no responsibility for any issue that may arise from your use of the Payment Service, including without limitation, any payment, privacy or security issues.
- All payments are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be solely responsible for their payments.
7. EXTERNAL LINKS
- The Website may contain hyperlinks, links and embedded content and/or services that direct and/or contain information and/or services provided by third parties (“External Resources“).
- The External Resources are provided solely for your convenience and the inclusion of the External Resources does not imply any authorization and or a “seal of approval” for the content, data or information of any kind published in the links.
- PROOF is unable to control any of the content, data, services or information of any kind that is available in the External Resources, and therefore PROOF is not responsible for such content, data, services or information.
- Without derogating from the above, PROOF will not be held liable for any direct or indirect damage, caused to you or your property resulting from Your using or relying on the content, data, services or information from External Resources.
8. INTELLECTUAL PROPERTY
- “Intellectual Property Rights” includes any national or international, registered or unregistered rights, including but not limited to its: (a) patents, patent applications and patent rights; (b) works of authorship, including, without limitation, photography, digital arts, logos and designs, copyrights, trademarks or industrial designs; (c) trade secrets and confidential information; (d) any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired, and. And (f) All designs, texts, illustrations, implementations, source codes or any other content and/or material, visible or hidden, in the Products.
- All Intellectual Property Rights in any part of the Website and/or Products are owned exclusively by PROOF or its licensors.
9. NOTICE AND TAKEDOWN PROCEDURE
- It is PROOF’s intent to make sure that the Website does not violate of any third party, including but not limited to, Intellectual Property Rights, Privacy Rights and rights protected under Libel Laws. PROOF will process notices of alleged infringement which it receives and will take appropriate action as required by law. If you are concerned that such rights have been infringed, please let us know as soon as possible at: firstname.lastname@example.org
10. ADVERTISEMENTS, COMMERCIAL AND MARKETING MATERIAL
- The Website may include commercial content such as advertisements and marketing material that may be posted on behalf of various service providers, advertisers or users, who seek to offer goods or services for sale (“Marketing Material“). Marketing Material may be expressed by text, images or sounds.
- PROOF does not create, monitor, verify or edit the Marketing Material and/or the correctness and/or the appropriateness of such Marketing Material and is not responsible for any Marketing Material included in the Website. The fact that third parties are capable of posting such Marketing Material through the Website does not mean that PROOF recommends and/or encourages you to purchase the services, the goods or the anything else that may be offered in such Marketing Material. Your purchase and/or use and/or reliance on goods, services and/or any information offered and/or provided in the Marketing Material is under your sole responsibility.
- By using our Website you agree to receive PROOF offers and advertisements by email. You may unsubscribe at any time by following the instructions at the bottom of the message.
Force Majeure. PROOF will not be liable for any failure to perform, or delay in performing, its obligations if such performance has been delayed, interfered with or prevented by an event of Force Majeure. As used in this Section, “Force Majeure” means any circumstances whatsoever which are not within the reasonable control of the party affected thereby, including without limitation any act of nature, war, insurrection, riot, strike or labor dispute, shortage of materials, fire, explosion, flood, government action, embargo, boycott, or inability to obtain or maintain any government permit or approval.
Full Agreement. Unless a mutually executed agreement between you and us states otherwise, these Terms make up the entire agreement between you and us regarding the Website. We may ask you to agree to additional terms for certain of the Website and/or Products in the future, which will govern to the extent there is a conflict between these Terms and such additional terms. Also note, these Terms may be updated without notice, as needed, and such Terms and applicable policies will govern the use of the Website. Your continued use of the Website confirms your acceptance of these Terms, as amended. If you do not agree to these Terms, as amended, you must stop using the Website. Please review these Terms from time to time. Any amendment to or waiver of these Terms requires our express written consent.
The Products are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit the use of the Website and/or Products in any country. Our Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of these Terms conflicts with the English version, the English version controls.
Trade and Export Laws. You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”).
Our Transfer of Rights. All of our rights and obligations under these Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. If we fail to enforce any of these Terms, it will not be considered a waiver.
Waiver and Severability. No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except specifically in a writing signed by the waiving party. If any provision of these Terms is deemed unenforceable, invalid, unlawful, or void by a court, that provision will be stricken or modified, shall not affect the validity and enforceability of the remaining provisions, and the remainder of this Agreement will be in full force and effect.
Information Operations and Practices Agreement. You agree to our information practices, including the collection, use, processing, and sharing of your information as described in these Terms, including in the Privacy and Data Policy, and any applicable policies, as well as the transfer and processing of your information to the United States and other countries globally where we have or use facilities, service providers, or partners, regardless of where you use the Website. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those in which it is collected or disseminated, and you agree to allow such collection, storing, and transfer as needed. If you access the Website from outside of the U.S., you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
Attorneys’ Fees. In any litigation arising from or related to your use of the Website or these Terms, and all appellate proceedings arising therefrom, each party shall bear its own costs relating to such litigation, including, without limitation, its own attorneys’ fees and all other costs.
Links to Other Sites. The Site may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the contents on such third-party websites. We are not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk. We strongly advise you to read the terms and conditions and privacy statements for each and every website you visit.
Release and Limitation of Liability
Release. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “
PROOF PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “RELEASED CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH RELEASED CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO RELEASED CLAIMS WHICH A PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH ANOTHER PARTY.
Limitation of Liability. THE PROOF PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, US, OR THE PROOF WEBSITE AND/OR PRODUCTS, EVEN IF THE PROOF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, US, OR THE PROOF WEBSITE AND/OR PRODUCTS WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID TO US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE PROOF PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Forum and Venue. You agree that you will resolve any Claim you have with us relating to, arising out of, or in any way in connection with these Terms, us, the Website and/or Products (each, a “Dispute,” and together, “Disputes”) exclusively in a federal or state court of competent jurisdiction located in the State of New York. You hereby consent to said courts’ personal jurisdiction over you and waive any defense, whether asserted by motion or pleading, that the State of New York is an improper or inconvenient venue. This is intended to be mandatory, and not a permissive, forum selection provision. Provided, however, nothing in this section shall prevent a party from enforcing a judgment it obtains against the other party in any other jurisdiction.
Governing Law. The laws of the State of New York govern these Terms, as well as any Disputes, including, but not limited to, non-contractual disputes or claims, which might arise between PROOF and you, without regard to conflict of law provisions.