TERMS AND CONDITIONS OF USE
IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN YOU (HEREAFTER, "YOU" OR "YOUR") ARE ORDERING OR ACCESSING THE LISTED SERVICES AND/OR SOFTWARE FROM HUDSON, INC. ("HUDSON" or "HUDSON'S"). These terms and conditions ("Terms") govern the use and licensing by Hudsons, Inc. of the following, Hudsons, Inc. services. The Hudson Inc. Website and any other related software or service(s) (the "Service") and the Hudson Remote Support TM software (the "Software" and together with the Service, the "Products"). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE "SUBMIT" OR "ACCEPT" BUTTONS, SIGNING, USING ANY OF THE PRODUCTS OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (THE "CONTRACTING PARTY") AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASER ORDER OR THE LIKE YOU OR THE CONTRACTING PARTY MAY PROVIDE HUDSON, INC. AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON SUCH PURCHASE ORDER OR THE LIKE ARE HEREBY NULL AND VOID. Hudson, Inc. reserves the right, exercised in its sole discretion, to change, modify, add, or delete portions of these Terms at any time in accordance with the procedures set forth below in the section labeled "Modifications".
To use the Products, You and/or the Contracting Party may be required to complete and submit a registration form ("Registration Form"). As part of this registration process for, You and the Contracting Party agree to: (i) provide certain limited information about Yourself and the Contracting Party as prompted to do so by during the registration process or thereafter by the Products (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as registration data ("Registration Data"). You may not register for any Service if You are under 18 years of age. By registering, You and the Contracting Party represent to Hudsons, Inc. that You are 18 years of age or older. If Hudsons, Inc. discovers that any of Your Registration Data is inaccurate, incomplete or not current, or if Hudsons, Inc. determines, in its sole discretion, that You or the Contracting Party are not an appropriate subscriber or user of the Products, Hudsons, Inc. may terminate all rights to access, receive, use and license the Products, Service and Software immediately upon notice.
You and the Contracting Party are solely responsible for the content of Your computer(s) and Your Hudsons, Inc. account and any transmissions when using the Products. Hudson, Inc. does, however, reserve the right to take any action with respect to the same that Hudsons, Inc. in its sole discretion deems necessary or appropriate. The use of the Products by You and the Contracting Party is subject to the end user license terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You and the Contracting Party agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Products for any illegal purposes; (iv) not to delete from the Products, Software, documentation or any web site used in connection with the Products, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You or the Contracting Party do not own or have express permission to modify; (v) not to interfere or disrupt networks connected to the Service; (vi) not to use the Products to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You and the Contracting Party will not attempt to gain unauthorized access to other computer systems or interfere with another user's use and enjoyment of the Products. The Contracting Party agrees it is responsible for all actions and inactions of its employees and consultants and will use commercially reasonable efforts to monitor its employees and consultants.
Hudsons, Inc. may amend these Terms at any time by (i) posting a revised Terms document on or accessible through http://www.hudsonsalvage.com and/or (ii) sending information regarding the Terms amendment to the email address You may be required to provide to Hudsons, Inc. You and the Contracting Party are responsible for regularly reviewing the http://www.hudsonsalvage.com site to obtain timely notice of such amendments. You and the Contracting Party manifest intent to accept these amended terms if You or the Contracting Party continues to use any of the Products after such amended terms have been posted or sent to You or the Contracting Party. If You or the Contracting Party do not agree with any such amended terms You shall notify Hudsons, Inc. during the 30 day period after such amended terms have been posted and at the end of such 30 day period these Terms shall be deemed terminated unless Hudsons, Inc. agrees to waive such amended terms to which You object. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, Hudsons, Inc. reserves the right to modify or discontinue any Product for any reason or no reason with or without notice to You or the Contracting Party. Hudsons, Inc. shall not be liable to You or the Contracting Party or any third party should Hudsons, Inc. exercise its right to revise these Terms or modify or discontinue a Product.
4. Passwords and Security
4.1 As part of the registration process described above for each Service, You and the Contracting Party will be assigned a user name wil either be provide a password or asked to create a password for access to Your account and to Your designated computers (You should choose a password for the Service that is different from the username and password to Your computer). You and the Contracting Party agree to carefully safeguard all of Your passwords. You and the Contracting Party are solely responsible if You or the Contracting Party do not maintain the confidentiality of Your passwords and account information. Furthermore, You and the Contracting Party are solely responsible for any and all activity that occurs under Your account. You and the Contracting Party agree immediately to notify Hudsons, Inc. of any unauthorized use of Your account or any other breach of security known to You or the Contracting Party, including if You or the Contracting Party believe that Your password or account information has been stolen or otherwise compromised. Access to, and use of, password-protected and/or secure aspects of the Service is restricted to authorized users only. Unauthorized individuals attempting to use the Service may be subject to prosecution.
4.2 Hudsons, Inc. is not liable for any loss incurred by You or the Contracting Party, resulting from another's use of Your password, account, or public / private key, as may be applicable, either with or without Your knowledge. However, You and the Contracting Party may be held liable for losses incurred by Hudsons, Inc. or another party due to another's use of Your password, account, or public / private key, as may be applicable, either with or without Your knowledge. You and the Contracting Party shall not access or use someone else's account at any time, without the permission of the account holder.
4.3 Hudsons, Inc. does not send emails asking for a user's username and password or its Windows username and password or any other username or password. To keep the Products secure, You and the Contracting Party should keep all usernames and passwords confidential.
5. End User License Agreement
These end user license terms grant a right and license allowing You and the Contracting Party to use the Software and other software associated with the Service (together, the "Licensed Programs") under certain restrictions, terms and conditions (the "License Agreement"). You and the Contracting Party are consenting to be bound by this License Agreement by your use of the Products.
5.1 The Licensed Programs are made available for download solely for use by You and the Contracting Party and only according to this License Agreement. Any reproduction, resale or redistribution of the Licensed Programs that is not in accordance with this License Agreement is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Hudsons, Inc. is not transferring title to the Licensed Programs to You or the Contracting Party. This license may not be transferred by You or the Contracting Party to any third party and is non-exclusive.
5.2 You and the Contracting Party acknowledge that the Licensed Programs are proprietary to Hudsons, Inc. or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, You and the Contracting Party agree that You and the Contracting Party are only permitted to use the Licensed Programs as expressly authorized by Hudsons, Inc. and this License Agreement. You and the Contracting Party may not remove any proprietary notices or labels from the Licensed Programs. You may copy the Licensed Programs for archival purposes only, provided any copy must contain all original proprietary notices. You and the Contracting Party may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Programs to a human-readable form. You and the Contracting Party may not reproduce (except for archival purposes), distribute or create derivative works based on the Licensed Programs without expressly being authorized in writing to do so by Hudsons, Inc. Further, You and the Contracting Party may not rent, lease, grant a security interest in or otherwise transfer rights to the Licensed Programs. All rights not expressly granted in this License Agreement are reserved to Hudsons, Inc. and its suppliers.
5.3 ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM HUDSON, INC. YOU, THE CONTRACTING PARTY AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
6. Disclaimer of Warranties
6.1 Although Hudsons, Inc. has attempted to provide accurate information with regard to the Products, Hudsons, Inc. assumes no responsibility for the accuracy or inaccuracy of any information provided. Hudsons, Inc. may change the Products at any time without notice. Mention of non-Hudsons, Inc. products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Use of the Products is at the Your and the Contracting Party's risk.
6.2 ALL INFORMATION, DOCUMENTATION AND PRODUCTS PROVIDED BY HUDSON, INC. ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. HUDSON, INC. MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR OR THE CONTRACTING PARTY'S REQUIREMENTS OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES HUDSON, INC. MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PRODUCTS. YOU AND THE CONTRACTING PARTY UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT YOUR OWN RISK AND THAT YOU AND THE CONTRACTING PARTY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PRODUCTS, WHETHER MADE BY EMPLOYEES OF HUDSON, INC. OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY HUDSON, INC. FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF HUDSON, INC. WHATSOEVER.
7. Limitations of Damages and Liability
7.1 YOU AND THE CONTRACTING PARTY AGREE THAT THE CONSIDERATION WHICH HUDSON, INC. IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY HUDSON, INC. OF THE RISK OF YOUR AND THE CONTRACTING PARTY'S INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. HUDSON, INC. AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL HUDSON, INC. BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF HUDSON, INC. OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND THE CONTRACTING PARTY AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST HUDSON, INC. OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.7.2 YOU AND THE CONTRACTING PARTY EXPRESLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR OWN RISK. IN NO EVENT SHALL LMI'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO HUDSON, INC., IF ANY, FOR THE PRODUCTS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
Title, ownership rights and intellectual property rights in the Products shall remain with Hudsons, Inc. or its suppliers, as applicable. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Products is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms gives the You and the Contracting Party no rights to such content. "Hudson," associated logos, and other names, logos, icons and marks identifying Hudson's products and services are trademarks or service marks of Hudsons, Inc. (collectively the "Trademarks") and may not be used without the prior written permission of Hudson, Inc. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of Hudsons, Inc. or such third party that may own the trademarks. Use by You and the Contracting Party of the Trademarks except as provided in these Terms is strictly prohibited.
9. Fees and Renewals
9.1 Month-to-Month Subscription by Credit Card Only. In the event that Your subscription to the Service is on a monthly basis, payment of the subscription fee will be by preauthorized credit card charge, PayPal charge or direct debit, and Your subscription will automatically renew each calendar month unless You or Hudsons, Inc. give written (including email) notice of non-renewal during the prior calendar month. Your credit card will be charged the monthly fee for each month or partial month that Your monthly subscription is in effect.
9.2 Annual Subscription by Credit Card. In the event that Your subscription to the Service is for a year and the payment is by credit card, PayPal charge or direct debit, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or Hudsons, Inc. give prior written (including email) notice of non-renewal at least 30 days prior to the expiration of Your current year subscription. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless You and Hudsons, Inc. agree otherwise.
9.3 Annual Subscription By Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from LogMeIn, payment being due within thirty (30) days' of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or Hudsons, Inc. give prior written (including email) notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless You and Hudson, Inc. agree otherwise and Hudsons, Inc. will invoice you accordingly.
9.4 Free Subscriptions. Notwithstanding the foregoing provisions of these Terms, Your subscription to LogMeIn Free and to LogMeIn Hamachi or LogMeIn Hamachi� that are free do not require the payment of a subscription fee.
9.5 No Cancellation. Notwithstanding any provision of these Terms or any course of dealing between the parties, You and the Contracting Party may not cancel, terminate or rescind a subscription. All payments by You and the Contracting Party, or either of you, to Hudsons, Inc. are final.
9.6 Credit Card Authorization. In the event that You or the Contracting Party cancel the credit card provided to Hudsons, Inc. or the card is otherwise terminated, You or the Contracting Party must immediately provide Hudsons, Inc. with a new valid credit card number. You and the Contracting Party authorize Hudsons, Inc., from time to time, to undertake steps to determine whether the credit card number provided to Hudsons, Inc. is a valid credit card number. In the event that You or the Contracting Party do not provide Hudsons, Inc. with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You and the Contracting Party will be in violation of these Terms. Hudsons, Inc. reserves the right to automatically update Your or the Contracting Party's credit card information using software designed for updating purposes and You and the Contracting Party hereby authorize and approve any such updating.
9.8 SMS Messaging. If You or the Contracting Party are licensing Rescue+Mobile pursuant to this agreement, You and the Contracting Party are entitled to a combined maximum of one hundred (100) SMS text messages per seat, per month of this agreement. If You or the Contracting Party exceed this combined maximum amount per seat, per month, You and the Contracting Party agree to negotiate in good faith with Hudsons, Inc. a commercially reasonable rate per text message over one hundred (100) per seat, per month.
9.9 Payment Due. Unless specifically provided otherwise herein, payment of all fees are due and payable to Hudsons, Inc. without demand, invoicing or notice before the commencement of the period to which those fees apply.
9.10 Taxes. You and the Contracting Party agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, use or possession of a Product, or any other product or service provided under this Agreement, excluding taxes based on net income payable by Hudsons, Inc.
9.11 Trial Offers, Coupons, Credits and Special Offers. Hudsons, Inc. reserves the right to discontinue or modify any coupons, credits and special promotional offers at our discretion.
9.12 Information Purge. If You or the Contracting Party fail to make required payments regarding your account or in any other way breach these Terms or these Terms are terminated or expire, Hudsons, Inc. may, at its discretion, purge Your or the Contracting Party's data from its systems, including but not limited to, account information, users, settings, and any data (files, etc.) that may be stored by Hudsons, Inc.
9.13 Hudson Remote Support Software. Hudson Remote Support Software is to be used only by employees of Hudsons, Inc. This software is in no way intended for the end client or home user.
Hudsons, Inc. may in its sole discretion immediately terminate these Terms and this subscription, license and right to use any Product if (i) the Contracting Party declares bankruptcy, is involved in any bankruptcy proceedings or is otherwise insolvent, (ii) You or the Contracting Party breach these Terms; (iii) Hudsons, Inc. is unable to verify or authenticate any information You provide to Hudsons, Inc.; (iv) such information is or becomes inaccurate; or (v) Hudsons, Inc. decides, in its sole discretion, to discontinue offering the Product. Hudsons, Inc. shall not be liable to You, the Contracting Party or any third party for termination of the Service or use of the Products. Upon expiration or termination for any reason, You and the Contracting Party are no longer authorized to use the Products. When these Terms are terminated and/or the subscription is canceled, You and the Contracting Party will no longer have access to data and other material You or the Contracting Party have stored in connection with any Service and that material may be deleted by Hudsons, Inc.. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law survive any termination, expiration or rescission of these Terms.
11. Maintenance and Updates
You understand that Hudsons, Inc. may update the Products at any time, but is under no obligation to inform You or the Contracting Party of or furnish to You or the Contracting Party any such updates. These Terms do not grant You or the Contracting Party any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Products or supporting documentation. To the extent that Hudsons, Inc. supplies any updates to You or the Contracting Party, such updates will be deemed to be subject to the terms of these Terms unless Hudson, Inc. indicates otherwise. Hudsons, Inc. reserves the right to charge fees for any future versions of, or updates to, the Products.
12. Export Law Assurances
The Products are subject to the United States Export Administration Regulations. No Software or Service may be downloaded, used or exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of the Software, You and the Contracting Party represent and warrant that you and it are not- and are not controlled by - any such person or entity and are not controlled by a national or resident of any such country.
13. High Risk Activities
The Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, Hudsons, Inc. and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
14.1 These Terms represents the complete agreement concerning the subject matter of the Terms and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties. You and the Contracting Party understand and agree that You and the Contracting Party are solely responsible for periodically reviewing these Terms.
14.2 These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the laws of the United States, without giving effect to any principles of conflict of law. You and the Contracting Party agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Boston, Massachusetts, and You and the Contracting Party hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
14.3 If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
14.4 Hudsons, Inc. shall have the right to publish the identification of You and the Contracting Party as users of the Service. You and the Contracting Party agree that Hudsons, Inc. may use any logo and/or name associated with You or the Contracting Party on LMI's web site and other marketing materials in order to identify You and the Contracting Party as LMI's customers.
14.5 Notices by Hudsons, Inc. to You or the Contracting Party may be sent to the email address You provide on the Registration Form or otherwise by any means that Hudsons, Inc. determines in its sole discretion as likely to come to Your attention. All notices by You or the Contracting Party sent to Hudsons, Inc. in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of Hudsons, Inc. set forth herein.
14.6 You and the Contracting Party agree not to bring or participate in any class action lawsuit against Hudsons, Inc. or any of its employees or affiliates. You and the Contracting Party agree that you will not bring a claim under these Terms more than two years after the expiration of these Terms. The failure of Hudsons, Inc. to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by Hudsons, Inc. of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to Hudsons, Inc. by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
14.7 You and the Contracting Party acknowledge and agree that Hudsons, Inc. is in the business of providing remote access solutions and that Hudsons, Inc. may provide services to third parties, including competitors of You and the Contracting Party, which are the same or similar to the services provided to You and the Contracting Party hereunder.
You and the Contracting Party shall maintain the confidentiality of information that has been, and will continue to be, provided to You by Hudsons, Inc. in connection with the use of the Products. You and the Contracting Party specifically agree as follows:
16.1 Obligations. You and the Contracting Party shall (a) maintain in confidence all such information, including but not limited to the Software and Products, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by the terms of these confidentiality terms), and (c) not use LMI's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of Hudsons, Inc. You and the Contracting Party shall have no right, title, or interest in or to the confidential information.
16.2 Confidential Information. Information considered confidential by Hudsons, Inc. includes, without limitation, information of Hudsons, Inc. relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by Hudson, Inc. to the public or other information You or the Contracting Party should reasonably believe the be confidential given the circumstances, (e) information concerning Your use of the Products, and (f) the Products.
16.3 Exclusions. The obligations imposed by these confidentiality terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; or (b) is or becomes generally publicly available through no wrongful act of You or the Contracting Party or any other person or entity with a confidentiality obligation; or (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; or (d) is approved for release in writing by an authorized representative of Hudsons, Inc.; or (e) is required to be disclosed pursuant to court order, duly authorized subpoena, or governmental authority (but You or the Contracting Party shall immediately give Hudsons, Inc. written notice and an opportunity to contest such required disclosure).
16.4 Remedies. The parties agree that the remedy at law for any breach of any of the covenants and agreements set forth in these confidentiality terms may be inadequate and that, in the event of any such breach or threatened breach, Hudsons, Inc. shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without the necessity of proving damages. You and the Contracting Party further agree that the terms of these confidentiality terms shall in no way restrict or limit any other remedies Hudsons, Inc. may have against You and the Contracting Party. Hudsons, Inc. shall be entitled to recover the costs including reasonable attorney's fees, to enforce its rights under these confidentiality terms.
16.5 Return of Confidential Information. Upon the written request of Hudsons, Inc., You and the Contracting Party shall return, or certify that it has destroyed, all information disclosed under these confidentiality terms and any memorandum, diagrams, or any other documents containing any information disclosed under these confidentiality terms.
16.6 Enforceability. In the event any one or more of the provisions of these confidentiality terms shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
16.7 Application. This Confidentiality Agreement shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these confidentiality terms that may be associated with any particular information disclosed hereunder.
16.8 Surviving Obligations. The confidentiality obligations under these Terms shall survive any termination, expirations, or rescission of these Terms, as well as continue beyond any time in which You or the Contracting Party were using the Service.
17. Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of Software or other computer programming, (ii) natural weather events, or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under these Terms, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Copyright @ 2010 Hudsons, Inc. All rights reserved.