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Armstrong-AE Terms of Merchandizing Service
YOU MUST BE AT LEAST 18 YEARS OLD AND YOU MUST READ, UNDERSTAND, AND
AGREE TO THESE TERMS IN ORDER TO SIGN UP WITH Armstrong-AE
No XXX, No Tobacco Products, No Adult Movies, Adult
Sex Toys or other offensive content.
This
electronic commerce service and all services provided hereunder
("Service") is provided by Armstrong-AE, Inc. ("Armstrong-AE). This
Service is being provided to you ("the Merchant") under the terms
and conditions of these Terms of Service ("TOS"), as well as any
operating rules or polices that may be published by Armstrong-AE.
The TOS comprises the entire agreement between the Merchant and
Armstrong-AE and supersedes any and all prior agreements between the
parties regarding the subject matter contained herein. BY COMPLETING
THE REGISTRATION PROCESS AND CLICKING THE "ACCEPT TERMS" BUTTON
and/or SIGN ON THE OFFLINE REGISTRATION FORM, YOU ARE CONFIRMING
THAT YOU ARE AT LEAST 18 YEARS OLD AND YOU AGREE TO BE BOUND BY ALL
OF THE TERMS AND CONDITIONS DESCRIBED IN THE TOS.
Armstrong-AE provides the Merchants with the ability to create,
maintain and conduct limited business though electronic commerce
sites via the World Wide Web and hosted on Armstrong-AE's own
system. The Merchant must: (1) provide all equipments, including a
computer and communications device(s) necessary to establish a
connection to the World Wide Web; (2) provide for own access to the
World Wide Web and pay for any fees (including, but not limited to
telephone service, or other telecommunications service) associated
with such access. In consideration for this Service, the Merchant
agrees to (1) provide the most current, complete, and accurate
information about the Merchant as requested by the Service, and (2)
maintains and updates this information as required to keep it
current, complete and accurate. All information requested during the
initial sign up procedure shall be referred to as "Registration
Data." the Merchant further grants to Armstrong-AE the right to
disclose to third parties certain Registration Data about the
Merchant and Service in the aggregate; however, such disclosures
will exclude the Merchant's name, mailing address, e-mail address,
account and phone number, unless: (1) the Merchant expressly directs
Armstrong-AE or any other person the Merchant may specifically
designate to disclose such information through the Service as
provided thereby and/or (2) Armstrong-AE is required to disclose
such information by any applicable law or legal process served on
Armstrong-AE. If any information provided by the Merchant is
inaccurate, Armstrong-AE retains the right to terminate the
Merchant's account with Armstrong-AE and thereby terminate all
rights to use the Service, with or without notice.
Armstrong-AE reserves the right at its sole discretion and as it
deems appropriate to modify these TOS, add or remove certain
services, discontinue the Service or change its fees for the Service
with or without notice to the Merchant. Armstrong-AE shall not be
liable to the Merchant or any third party should Armstrong-AE
exercise its right to modify or discontinue the Service. If the
Merchant finds any change to be unacceptable, the Merchant is free
to terminate this agreement by following the procedure described in
Section 12. the Merchant’s use of the Service after the effective
date of a change constitutes the Merchant’s continued acceptance of
the terms of these TOS and the Service.
It is Armstrong-AE's policy to respect the privacy of
its the Merchants, as well the privacy of all those conducting
business through use of the Service. However, unless expressly
stated and identified, communications by and between the Merchants,
the Service, and third parties, cannot be considered completely
private, and no warranties about their privacy are thus made by
Armstrong-AE. Armstrong-AE may at times monitor or edit the contents
of communications by and between the Merchants, the Service, and
third parties. the Merchant acknowledges and agrees that
Armstrong-AE does not endorse the contents of any the Merchant
communications and specifically disclaims any responsibility for any
threatening, libelous, obscene, harassing or offensive material
contained therein, as well as any claimed or actual infringement of
third party intellectual property rights arising therefrom or any
crime facilitated thereby. The Merchant acknowledges and agrees that
certain technical processing of communications and their content may
be required to: (1) communicate with the Merchants; (2) conform to
the connecting networks' technical requirements; (3) conform to the
limitations of the Service; or (4) conform to other similar
requirements. In addition, the Merchant acknowledges that
Armstrong-AE may place an "opt-in" or "opt-out" box in the checkout
portion of the web site hosted for the Merchant by Armstrong-AE so
that Armstrong-AE may send offers or other communications to the
Merchant's customers.
Once
approved as a Merchant of the Service, the Merchant shall receive a
password, user identification ("user i.d."), an eWallet account,
eVoucher account and a mail account (hereinafter referred to as "the
Account"). The Merchant is entirely responsible to maintain the
confidentiality of its password and user i.d. Furthermore, the
Merchant is entirely responsible for any and all activities which
occur under the Merchant's user i.d. and the Account. the Merchant
may change its password at any time by following instructions; the
Merchant may also set up a new Account and close an old one at its
convenience. The Merchant agrees to immediately notice Armstrong-AE
of any unauthorized use of the Merchant's Account or any other
breach of security known or suspected by the Merchant.
The
Merchant EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT the
Merchant's SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. Armstrong-AE EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF the Merchant's ABILITY, FITNESS FOR A
PARTICULAR PURPOSE FOR USE AND NON-INFRINGEMENT. Armstrong-AE MAKES
NO WARRANTY THAT THE SERVICE WILL MEET the Merchant's REQUIREMENTS,
OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR
FREE; EXCEPT WHERE EXPRESSLY PROVIDED, Armstrong-AE MAKE NO WARRANTY
WHATSOEVER AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. The Merchant UNDERSTANDS AND AGREES THAT ANY MATERIAL
AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGHOUT THE USE OF
THE SERVICE IS DONE AT THE the Merchant'S OWN DISCRETION AND RISK,
AND THAT the Merchant WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
the Merchant's COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF SUCH MATERIAL AND/OR DATA. Armstrong-AE MAKES NO
WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED
THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE
SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN, OBTAINED
BY the Merchant FROM Armstrong-AE OR THROUGH THE SERVICE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE
EXCLUSIONS MAY NOT APPLY TO YOU.
Armstrong-AE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM: THE USE OR
INABILITY TO USE THE SERVICE, THE PROCUREMENT OR PURCHASE OF GOODS
OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICE, UNAUTHORIZED
ACCESS TO OR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS EVEN IF Armstrong-AE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. Armstrong-AE SHALL NOT BE LIABLE
FOR ANY DAMAGES RESULTING FROM ANY INFRINGEMENT OF ANY COPYRIGHT,
TRADEMARK, TRADE DRESS, SERVICE MARK, OR OTHER INTELLECTUAL PROPERTY
RIGHTS ARISING FROM THE USE OF THE SERVICE, OR BY THE UNAUTHORIZED
USE OF, OR ACCESS TO, THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW
THE LIMITATION OF CERTAIN LIABILITIES, SO SOME OF THESE LIMITATIONS
MAY NOT APPLY TO YOU.
The
Merchant agrees not to sell or resell its access to the Service,
without the express written consent of Armstrong-AE.
Armstrong-AE assumes no responsibility for the deletion of or
failure to store the Merchant's data. Armstrong-AE has no set upper
limit on the amount of data a particular Merchant may use or place
on the Service; however, Armstrong-AE retains the right, at its sole
discretion, to determine whether a the Merchant's conduct concerning
the use of the Service is consistent with the letter and spirit of
this TOS, and may terminate Service as previously provided, with or
without assigning any reason whatsoever, with or without notice.
The
Merchant expressly agrees that it will not provide any hyperlinks to
sites external to those contained on the Service. The Merchant
expressly agrees that it will not provide any hyperlinks to any
external payment system, payment platform, or shopping cart system.
The Merchant expressly agrees that it will place no Java script in
any portion of the Service except for that which is provided by the
Service. The Merchants are expressly prohibited from engaging in
meta-redirection. The Merchant expressly agrees that it will not
introduce or cause to be introduced any programming language, text
or other data that results in the manipulation or change of any
framing provided by the Service.
The
Merchant is solely responsible for the contents of its transmissions
and communications through the Service. the Merchant's use of the
Service is subject to all applicable local, state, national and
international laws and regulations. The Merchant expressly agrees:
(1) to comply with the laws of the United States of America
regarding the transmission of data exported from the United States
of America through the Service; (2) not to use the Service for
illegal purposes; (3) not to interfere or disrupt networks connected
to the Service; and (4) to comply with all regulations, policies and
procedures of networks connected to the Service.
The
Service makes use of the Internet to conduct limited business and
disseminate information; therefore, the Merchant's conduct is
subject to Internet regulations, policies and procedures. the
Merchant expressly agrees not to use the Service for transmission of
any action relating to the dissemination of chain letters, junk
mail, "spamming," including using the Service or Armstrong-AE
websites or spamming e-mail to facilitate communication with willing
parties. The Merchant expressly agrees not to make use of
distribution lists to contact or communicate to any person or entity
who has not given specific permission to be included in such a
process. The Merchant expressly agrees not to collect the Merchant
email addresses from the Armstrong-AE system. The Merchant expressly
agrees not to use the Service to transmit or make available for
display any unlawful, harassing, libelous, abusive, threatening,
harmful vulgar, obscene or otherwise objectionable material of any
kind or nature. The Merchant expressly agrees that Armstrong-AE
retains the sole discretion to determine, in good faith,
objectionable conduct in violation of the TOS, as described herein.
the Merchant expressly agrees not to transmit any material that
encourages conduct that could constitute a criminal offense, give
rise to civil liability, or otherwise violate any law or regulation.
the Merchant expressly agrees not to use the Service to engage in
any copyright infringement activities, such suspected usage may
result in immediate termination of the Service with or without
notice. Attempts to gain unauthorized access to the Service or any
other computer system are expressly prohibited by Armstrong-AE and
may result in termination of Service, with or without cause, with or
without notice. the Merchant expressly agrees that it shall not
interfere with any other the Merchant's use and enjoyment of the
Service. Armstrong-AE reserves the right to determine the
Merchantship on the Service at all times.
The
Merchant agrees to indemnify and hold Armstrong-AE, its parents,
subsidiaries, affiliates, officers, directors, employees, successors
and assigns, harmless from any claim or demand, including reasonable
attorney's fees, made by any third party due or arising out of the
Merchant's use of the Service, or the violation of this TOS. the
Merchant further agrees to indemnify and hold Armstrong-AE, its
parents, subsidiaries, affiliates, officers, directors, employees,
successors and assigns, harmless from any claim or demand, made by
any third party relating to the infringement by the Merchant or the
Merchants, or other user of the Service, of any copyright,
trademark, trade dress, service mark, or other intellectual property
rights of any person or entity.
The
Merchant or Armstrong-AE may terminate the Service with or without
cause at any time and effective immediately. Termination shall be
accompanied by written notice to the other party. Under certain
circumstances described in this TOS, Armstrong-AE may terminate
Service with or without notice. Armstrong-AE shall not be liable to
the Merchant or any third party for termination of Service. Should
the Merchant object to any terms and conditions of this TOS or any
subsequent modifications thereto, or become dissatisfied with the
Service in any way, the Merchant agrees that its only recourse is to
immediately: (1) discontinue use of the Service; (2) terminate
Service the Merchantship; and (3) notify Armstrong-AE of termination
as outlined above. Upon termination of the Service, the Merchant's
rights to use the Service immediately ceases, and Armstrong-AE shall
thereafter have no obligation to maintain or forward any data or
communications to the Merchant or any third party. the Merchant
acknowledges that any fees paid by the Merchant are non-refundable.
All
notices to either the Merchant or Armstrong-AE shall be made in
writing and shall be made either via e-mail or conventional mail.
Armstrong-AE may broadcast notices or messages through the Service,
or send e-mail messages to the Merchant, to inform the Merchant of
changes to the TOS, the Service itself, or other matters of
importance. Such broadcasts or e-mail messages shall constitute
notice to the Merchant.
The
Merchant may advertise their products or services with an Advertiser
outside the Service. Any such agreements, as well as any
communications or representations made in furtherance of such
agreements, are solely between the Merchant and Advertiser, and
Armstrong-AE assumes no liability, obligation or responsibility for
any such agreements.
All
right, title and interest in and to any materials provided by the
Merchant to Armstrong-AE shall be owned by the Merchant, provided
that the Merchant hereby grants Armstrong-AE a non-exclusive,
royalty-free right to use the such materials to produce the the
Merchant's site and to perform the Services hereunder and provided
that the Merchant acknowledges that Armstrong-AE may or may not be
able to return such materials to the Merchant upon request or
termination of these TOS. Except for the the Merchant materials, all
content, property, work product, inventions, improvements, programs,
and other materials or information, tangible or intangible, owned by
Armstrong-AE prior to entry into these TOS or used in connection
with the creation or hosting of the the Merchant's site, shall
belong exclusively to Armstrong-AE. the Merchant ACKNOWLEDGES THAT
CONTENT, INCLUDING, BUT NOT LIMITED TO, TEXT, SOFTWARE, MUSIC,
SOUND, GRAPHICS, VIDEO OR OTHER MATERIAL CONTAINED IN EITHER SPONSOR
ADVERTISEMENTS OR THE SERVICE ITSELF IS PROTECTED BY COPYRIGHTS,
TRADEMARKS, TRADE DRESS, SERVICE MARKS, OR OTHER PROPRIETARY RIGHTS
AND LAWS. the Merchant IS PERMITTED TO USE THIS CONTENT ONLY AS
EXPRESSLY AUTHORIZED BY THE SERVICE OR THE ADVERTISER. the Merchant
MAY NOT COPY, REPRODUCE, DISTRIBUTE, OR CREATE DERIVATIVE WORKS FROM
THIS CONTENT WITHOUT THE EXPRESS WRITTEN CONSENT OF Armstrong-AE OR
THE ADVERTISER.
If requested by the Merchant, Armstrong-AE shall provide the
development services ("Development") and maintenance (if any)
("Maintenance") for the Merchant according to the price, delivery
dates, requirements and specifications agreed to by the Merchant and
Armstrong-AE. Armstrong-AE.com is not obligated to perform any
services for the Merchant hereunder unless and until the Merchant
provides all information and materials requested to Armstrong-AE in
the form requested. Armstrong-AE shall use reasonable efforts to
complete and deliver the Development and/or Maintenance to the the
Merchant according to the schedule agreed upon. Development and/or
Maintenance will be deemed accepted once the the Merchant has
reviewed and accepted the Development and/or Maintenance. Failure to
accept or reject the Development and/or Maintenance within
seventy-two (72) hours of delivery by Armstrong-AE shall be deemed
acceptance. Conformity to the specifications outlined by
Armstrong-AE shall solely determine the Merchant's right to reject
the Development and/or Maintenance, provided however that
Armstrong-AE shall in its sole discretion determine whether the
number of changes requested by the Merchant are unreasonable or
excessive. the Merchant is obligated to provide Armstrong-AE with
all information and assistance necessary to complete the Development
and/or Maintenance. Armstrong-AE is not responsible for any delays
or failure to deliver Development and/or Maintenance due to acts or
failures to act of the Merchant or to events beyond Armstrong-AE's
reasonable control. After Development and/or Maintenance is
completed, the Merchant may request upgrades or changes. However,
such upgrades or changes shall be subject to mutual agreement of the
parties and any applicable fees.
Should
any litigation be commenced between the parties to this TOS, or the
rights and duties of either in relation to this TOS, the party
prevailing in that litigation shall be entitled, in addition to any
other relief that may be granted, to a reasonable sum as and for its
attorney's fees in that litigation which shall be determined by the
court in that litigation or in a separate action brought for that
purpose.
This
TOS shall be governed by and construed in accordance with the laws
of the State of Washington. the Merchant and Armstrong-AE agree to
submit to the exclusive jurisdiction of the courts of the State of
Washington. Venue shall be established in the County of King. If any
provision of this TOS is determined to be unenforceable or contrary
to law in a court of competent jurisdiction, the remaining
provisions shall remain valid and in effect, and shall be construed
so as to give full effect to the intentions of the parties.
Armstrong-AE's failure to exercise or enforce any right or provision
of this TOS shall in no way constitute a waiver of such right or
provisions unless so acknowledged and agreed by Armstrong-AE in
writing.
This
Agreement shall be binding on and shall inure to the benefit of the
parties to this TOS and their respective heirs, assigns, executors,
and administrators.
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