TERMS AND CONDITIONS OF USE - Revised November 2006
WELCOME! THE FOLLOWING AGREEMENT GOVERNS EACH MEMBER'S ACCESS TO AND USE OF THIS SITE SO PLEASE READ IT CAREFULLY. BUYMAX HOPES THAT YOU UNDERSTAND THAT BUYMAX IS SIMPLY TRYING TO PROTECT ITS RIGHTS.
- IF MEMBER AGREES TO THE TERMS AND CONDITIONS IN THIS AGREEMENT AND CONSENTS TO THE USE OF THIS ELECTRONIC AGREEMENT IN LIEU OF A PAPER AGREEMENT, MEMBER SHOULD INDICATE ITS ACCEPTANCE AND CONSENT BY CLICKING ON THE "I AGREE" BUTTON AT THE BOTTOM OF THIS AGREEMENT. MEMBER WILL ALSO BE PROMPTED TO CONFIRM ITS ACCEPTANCE AND CONSENT. IF MEMBER ACCEPTS THIS AGREEMENT AND CONSENTS TO ITS ELECTRONIC FORM, AND CONFIRMS SUCH ACCEPTANCE AND CONSENT, MEMBER SHALL BE BOUND BY EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUBJECT TO THE PROCEDURES FOR CHANGES (AS DEFINED HEREIN), MEMBER'S ACCEPTANCE AND CONSENT SHALL ALSO CONSTITUTE A REAFFIRMATION OF SUCH ACCEPTANCE AND CONSENT EACH TIME MEMBER LOGS ON TO THE SITE.
- IF MEMBER DOES NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT AND/OR DOES NOT CONSENT TO ITS ELECTRONIC FORM, MEMBER SHOULD CLICK ON THE "I DO NOT AGREE" BUTTON AT THE BOTTOM OF THIS AGREEMENT SCREEN. PLEASE NOTE, HOWEVER, THAT IF MEMBER DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ANY CHANGES (AS DEFINED HEREIN) MEMBER SHALL NOT BE GRANTED ACCESS TO OR USE OF THE SITE.
THE TERM "MEMBER" INCLUDES AUTHORIZED USERS (AS DEFINED HEREIN).
Parties; Scope of Agreement
- The parties to this Agreement are BuyMax, LLC ("BuyMax") and the Member (as defined herein). The term "Member" means the individual or organization duly authorized by BuyMax to be a member of BuyMax's product and service buying program, and includes all employees, agents, and other representatives who are duly authorized to access and use this Site and to bind the Member to payment and other legal obligations hereunder (each, an "Authorized User").
- This Agreement governs Member's access to and use of this Web site (including without limitation, all Content (as defined herein), software, HTML and other code, and script forming a part of this Web site, and all goods, services and transactions offered through this Web site, the "Site").
- Presently, there are two categories of Members who may access the Site: (i) participating SGI members; and (ii) non-SGI members who may register to access the Site by participating in BuyMax and paying a monthly subscription fee. The terms and conditions for BuyMax registration are set forth in subparagraph (d), below.
This Agreement (including paragraphs A and B, above) constitutes the entire
agreement between BuyMax and Member relating to the subject matter hereof
and supercedes all prior and contemporaneous agreements, arrangements
and understandings. In addition to complying with the terms and conditions
of this Agreement, Member agrees to comply with all additional terms and
conditions governing the access to and use of specific areas of this Site
which are each incorporated into and made a part of this Agreement:
Please click to read the Terms of BuyMax Registration which is incorporated into and made a part of this Agreement. This document contains registration and payment terms and conditions, including initial and monthly credit card authorization, for access to the Site by non-SGI Members.
Please click here to read the Terms of Sale which is incorporated into and made a part of this Agreement. Since BuyMax does not manufacturer the products offered for sale and sold through this Site but instead only processes payments on behalf of product vendors and manufacturers, the Terms of Sale contain additional terms and conditions governing such offers and sales, such as payment terms, disclaimers of warranties, statements about each manufacturer's product warranty and their return and refund policies, if any, as well as delivery terms and risk of loss.
- If this Agreement is executed by an Authorized User, each Authorized User represents and warrants to BuyMax LLC that he or she is at least 18 years of age and has the authority to accept the terms and conditions of this Agreement on behalf of the Member organization it represents.
BuyMax and Member each acknowledge and agree that a printed version of this Agreement and of any notice given in electronic form hereunder will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records. BuyMax recommends that Member print a copy of this Agreement for its records.
Modification of Terms and Conditions
The provisions of this Agreement may not be modified, revised or amended, and none of its provisions waived, except in a record authenticated by BuyMax. If BuyMax modifies, revises or amends this Agreement, it will notify Member by posting a notice on the Site prior to the effective date of such modifications, revisions or amendments (collectively, "Changes"). Member will have an opportunity to manifest its assent to such Changes or to notify BuyMax that it does not accept such Changes. If Member does not accept such changes, BuyMax shall have the right to terminate Member's rights under this Agreement and deny Member access to and use of this Site.
Modification of Site
BuyMax may, at any time and in its sole discretion, modify, revise or otherwise change this Site (including without limitation adding or discontinuing any or all services or transactions offered through this Site), in whole or in part, without notice or liability to Member.
Use and Protection of Password and ID
- BuyMax may assign a password and account ID to Member so it can access and use certain areas of this Site. Each user who uses such password and ID will be deemed to be authorized to access and use this Site and BuyMax has no obligation to investigate the authorization or source of any such access or use. MEMBER ACKNOWLEDGES AND AGREES THAT IT WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND ID ORIGINALLY ISSUED TO MEMBER WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY MEMBER, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS, AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) THAT MAY RESULT FROM SUCH ACCESS OR USE.
- Member is solely responsible for protecting the security and confidentiality of the password and ID. Member shall immediately notify BuyMax of any unauthorized use of the password or ID, or any other breach or threatened breach of this Site's security.
- Subject to the terms and conditions of this Agreement, Member is granted a limited, revocable, non-exclusive and non-transferable license, without the right to sublicense, to access and use this Site only for (i) displaying this Site on Member's Internet browser; and (ii) printing or copying portions of this Site.
- Member's access and use of this Site is further limited to personal, internal and non-commercial purposes only. Except as permitted in the limited license set forth in paragraph (a), above, Member shall not copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from this Site (in whole or in part) or translate, modify, reverse engineer, disassemble, or decompile this Site. Member may not upload to, or distribute or otherwise publish through this Site any Content, information, or other material that (i) violates or infringes the rights of any persons, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.
Availability and Use of Site
Member is solely responsible for obtaining and paying for all hardware, software, peripherals, devices and services necessary for Member to access and use the Site. The availability of this Site depends on many factors, including some factors that are beyond BuyMax's control, such as Member's connection to the Internet and the Internet backbone. BuyMax shall not be liable to Member if Member cannot access or use this Site due to any reason beyond BuyMax's direct control.
Termination; Effect of Termination
- In addition to any other legal or equitable remedies, BuyMax may, without prior notice to Member, immediately terminate this Agreement or revoke any or all of Member's rights granted under this Agreement. Member may terminate this Agreement by contacting BuyMax at: email@example.com or by calling (877) 428-9629 EDT.
- The parties have considered that they may incur expenses in preparing for performance of this Agreement and that one or both parties may incur expenses and suffer losses as a result of termination, and have nevertheless agreed that neither party shall be liable for any damages arising solely from the proper termination of this Agreement under this section.
- Upon any termination, cancellation or expiration of this Agreement, Member shall immediately cease all access to and use of this Site and BuyMax shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account ID(s) issued to Member (and all Authorized Users) and deny the Member's (and all Authorized Users' ) access to and use of this Site, in whole or in part. Any termination, cancellation or expiration of this Agreement shall not affect the respective rights and obligations (including without limitation payment obligations) of the parties arising before the date of termination.
- The provisions of Sections 1, 2, 7(b), 8, 9, 10, 11, 12, 15, 16, 20, 21, 22, 24 and 25 shall survive the termination, cancellation or expiration of this Agreement.
- U.S. and international copyright, trademark and other intellectual and proprietary laws protect this Site, and any unauthorized access to or use of this Site may violate such laws. BuyMax shall aggressively enforce its intellectual and proprietary rights to the fullest extent of the law.
- All information and data that is part of this Site, including without limitation, text, graphics, photos, illustrations, images, video and audio clips (collectively, "Content") and all trademarks, service marks, trade dress, logos and tag lines displayed on this Site (collectively, the "Marks") are the sole and exclusive property of BuyMax or third parties. Member is not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of BuyMax or any of the goodwill associated with any of the foregoing. To the extent that Member uses any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of BuyMax, such use and all goodwill associated therewith shall inure solely and exclusively to the benefit of BuyMax.
- Member shall not remove any copyright, trademark, or other proprietary legends or notices that appear on, in or as part of this Site.
Notice of and Procedure for Copyright Infringement
BuyMax respects other's intellectual and proprietary rights, and expects
Member will do the same. In accordance with the Digital Millennium Copyright
Act, BuyMax has designated a Copyright Agent to receive notice of claims
of alleged copyright infringement on the Site. If Member believes that
its copyrighted material has been used or copied in a way that constitutes
copyright infringement and such infringement is occurring on this Site
or on sites linked to or from this Site, please send BuyMax's Designated
Agent a notice containing the following elements:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;
- A description of the copyrighted work(s) that Member claims is/are infringing and the location where the original or an authorized copy of the copyrighted work(s) exists/exist (for example, the URL of Web site where the copyrighted work(s) is/are lawfully published; the name, edition and page(s) of a book, etc.);
- A description of where the material that Member claims is/are infringing is/are located on this Site, including the URL, so that BuyMax can locate the material;
- Member's address, telephone number and email address;
- A statement that Member has a good faith belief that the use of the material identified in the notice is not authorized by the copyright owner, its agent, or applicable law; and
- A statement by Member, under penalty of perjury, that the above information is accurate and that Member is the copyright owner or is authorized to act on behalf of the copyright owner.
Send the notice containing the above information to the following Designated Agent:
Name of Designated Agent: John Graves
Mailing Address: Plaza Five Points, 50 Central Avenue, Suite 920, Sarasota, FL 34236
Telephone number: 877-428-9629
Fax number: 941-552-51022
E-mail Address: firstname.lastname@example.org.
NOTE: THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING BUYMAX THAT COPYRIGHTED WORK(S) MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO BUYMAX'S DESIGNATED AGENT. SUCH NOTICES OR INQUIRIES SHOULD INSTEAD BE SENT TO THE E-MAIL ADDRESS OR MAILING ADDRESS LISTED BELOW IN THE SECTION TITLED "CONTACT INFORMATION".
- BuyMax respects other's intellectual and proprietary rights, and expects Member will do the same. In accordance with the Digital Millennium Copyright Act, BuyMax has designated a Copyright Agent to receive notice of claims of alleged copyright infringement on the Site. If Member believes that its copyrighted material has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to or from this Site, please send BuyMax's Designated Agent a notice containing the following elements:
Links To Other Internet Sites
This Site may contain links to Internet sites owned, operated or maintained by third parties not under BuyMax's control. These links are provided for Member's convenience of reference only. Such links are not and shall not be deemed to be BuyMax's endorsement of the organization or individual associated with the linked site. Member assumes sole responsibility and liability for its use of such linked sites.
Links to this Site
Member must obtain BuyMax's prior consent for any link(s) to this Site.
Warranty Disclaimer; Limitation of Liability
- ALL CONTENT, SERVICES AND TRANSACTIONS ARE PROVIDED ON AN "AS-IS" and "AS AVAILABLE" BASIS. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. BUYMAX DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. BUYMAX DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BUYMAX, ITS PARENT, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS/MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF BUYMAX HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUYMAX'S TOTAL LIABILITY TO MEMBER FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY AND/OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY MEMBER TO BUYMAX FOR THE ONE MONTH PERIOD PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO BUYMAX'S LIABILITY.
Member agrees to indemnify, defend and hold harmless BuyMax, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders/members, employees and agents from and against any and all claims, liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from Member's access or connection to, or use of this Site, including without limitation, claims arising out of information or content submitted to this Site by Member, Member's violation of a third party's intellectual property or other rights, or any claims alleging facts that if true would constitute a breach by Member of the terms and conditions of this Agreement. BuyMax reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, and in such case, Member agrees to cooperate with BuyMax's defense of such claims.
Relationship of Parties
Member acknowledges that no joint venture, partnership, employment, or agency relationship exists between the Member and BuyMax as a result of this Agreement or any use of this Site. Member agrees not to hold itself out as a representative, agent, or employee of BuyMax and BuyMax shall not be liable for any representation, act or omission by Member to the contrary.
Member shall not assign or otherwise transfer this Agreement or assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement, and any such assignment, delegation or other transfer shall be void. This Agreement shall inure to the benefit of BuyMax's successors, assigns and licensees.
Injunctive Relief; Remedies
- Member agrees that BuyMax's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that BuyMax shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that BuyMax may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including attorneys' fees.
- All rights and remedies granted to BuyMax under this Agreement are cumulative and not alternative, and are in addition to all other rights and remedies available to BuyMax at law or in equity.
Governing Law and Jurisdiction; Limit on Commencing Actions
- This Agreement is governed by the laws of the State of Florida, U.S.A. without regard to its conflicts of laws principles. Member consents to the exclusive jurisdiction and venue of the state and federal courts in Sarasota, Florida U.S.A. in all disputes arising out of or relating to the use of this Site.
- Member must commence any cause of action or claim against BuyMax within one (1) year after the cause of action or claim arises, otherwise Member agrees that its cause of action or claim shall be barred.
This Site can be accessed from countries other than the United States. This Site may contain products or services, or references to products or services, that are not available outside of the United States. Any such references do not imply that such products or services will be made available outside the United States. Member is solely responsible for complying with all applicable laws and regulations, including without limitation, those relating to export control.
Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site by e-mail to email@example.com or by regular mail to BuyMax, LLC, Plaza Five Points, 50 Central Avenue, Suite 920, Sarasota, FL 34236.
Reservation of Rights
BuyMax reserves to itself any and all rights not expressly granted herein.
Execution of Agreement
Member acknowledges that it has read each of the terms and conditions of this Agreement, fully understands the consequences of entering into this Agreement, intends to be bound by the terms and conditions of this Agreement and is not under any duress, economic or otherwise, to agree to and accept this Agreement in form and substance.
- Parties; Scope of Agreement