1. Acceptance of Terms
- The Terms are entered into by and between Tyfone, Incorporated (“Tyfone”) and you. If you are using the Website on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf.
2. Your Obligations
- You are not required to register in order to use portions of this Website. However, certain portions of this Website may be available only to registered users. If you choose to register, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
- You are solely responsible for the security of your password. Tyfone is not liable for any unauthorized use of the Website.
- If you are an Tyfone customer or an Tyfone Technology Partner, you acknowledge and agree that certain portions of this Website may provide password-restricted access to information about you and your relationship with Tyfone, such as Registration Data and certain terms of your existing contracts, to assist customers in purchasing, maintaining, and supporting Tyfone products, and to assist Technology Partners in marketing, purchasing, maintenance, training, and support activities. By using this Website, you consent to Tyfone’s display of such information via the Website and accept all risks of unauthorized access to such information.
- If you provide any information that is false, inaccurate, out of date, or incomplete, or Tyfone has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Tyfone may suspend or terminate your account (as described in Section 5) and refuse any and all current or future use of the Website (or any portion thereof).
- You are responsible for all expenses, including, without limitation, phone charges and telecommunications equipment, that you incur in order to use the Website.
- You acknowledge that you may obtain access via the Website to certain confidential information of Tyfone and its suppliers and partners, such as technical, contractual, pricing, marketing, and other valuable information (“Confidential Information”). You agree not to disclose Confidential Information to any person or entity other than employees or contractors in your organization who have a need to know and who are bound by contractual obligations of confidentiality sufficient to give effect to this Section 3. Under no circumstances will you disclose Confidential Information to a competitor of Tyfone.
- You may use Confidential Information solely for the purpose of purchasing, maintaining, and supporting Tyfone products, and/or for marketing purposes if you are a Tyfone Technology Partner. Title to Confidential Information remains with Tyfone and its suppliers and partners. You agree, either as an individual or on behalf of your employer, to be bound by the provisions of this Section 3. Furthermore, if you are acting on behalf of your employer, your employer agrees to indemnify you for violations of this Section 3.
- You do not acquire any rights in Confidential Information, except the limited right to use Confidential Information as described above.
- Any breach of the Terms will result in irreparable harm to Tyfone for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Tyfone will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Tyfone seeks such an injunction.
- Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of your access to the Website or Tyfone’s written request, you must cease use of Confidential Information and return or destroy all Confidential Information.
- The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed, or knew, prior to your receipt from Tyfone, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to Confidential Information. You may disclose Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law, provided that you give prior notice to Tyfone adequate to afford Tyfone the opportunity to object to the disclosure.
- You agree to indemnify and hold Tyfone, and its subsidiaries, affiliates, directors, officers, employees, agents, and partners, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website, including any use by your employees or contractors, your violation of the Terms, or your violation of any rights of another.
5. Notices: Modification and Termination of Services
- Tyfone may send notices to you via either electronic mail or regular mail. The Website may also provide notices of changes to the Terms or other matters by displaying notices or links to notices. Tyfone reserves the right to modify or discontinue, temporarily or permanently, products, services, or content offered on the Website (or any part thereof) at any time without notice. Tyfone, in its sole discretion, may terminate your account or use of the Website for any reason, including, without limitation, for lack of use or if Tyfone believes that you have violated the Terms. Further, Tyfone will not be liable to you or any third-party for any termination, modification, or suspension of access to the Website (or any part thereof).
6. Advertisements and Promotions
- Tyfone may display advertisements and promotions from third parties on the Website. The manner, mode, and extent of advertising on the Website are subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Tyfone found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. Tyfone is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Tyfone advertisers on the Website.
- The Website may provide links to other Internet sites or resources as a convenience to you. Because Tyfone has no control over such sites and resources, you acknowledge and agree that Tyfone is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such sites or resources. Tyfone will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
8. Intellectual Property Rights
- The Website contains proprietary and confidential content that is protected by applicable patent, trademark, copyright, and other intellectual property rights and laws. Except as specified below, nothing contained herein shall be construed as conferring, by implication, or otherwise, any license or right under any patent, trademark, or copyright of Tyfone or any third party.
- Any software, software updates, or patches downloaded from the Website may be used only: (i) as allowed under the accompanying license; or (ii) subject to the license governing the original product.
- Services provided as an element of Tyfone’s support, training, or professional services are governed by the terms of the applicable support, training, or professional services agreement.
- You must not modify, decompile, or reverse engineer any software obtained from the Website, and must not remove, overprint, or deface any notice of copyright, trademark, or other notice of ownership from any originals or copies of software or Confidential Information obtained from the Website.
- Tyfone hereby authorizes you to copy materials published by Tyfone on this Website solely for non-commercial use within your organization (or if you are a Tyfone Technology Partner, your customer’s organization) in support of Tyfone products or services. No other use of the information is authorized. In consideration of this authorization, you agree that any copy of these materials that you make shall retain all copyright and other proprietary notices in the same form and manner as on the original.
9. Disclaimer of Warranties
- Your use of the website is at your own risk. The website is provided on an “as is” and “as available” basis. Unless otherwise explicitly stated, the content on the website is provided “as is.” Tyfone disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, fitness for a particular purpose, or noninfringement. Tyfone makes no representations, warranties, conditions or guaranties as to the quality, suitability, truth, accuracy, or completeness of any of the content contained on the website.
- Any material downloaded or otherwise obtained through the use of the website is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material, including any damages resulting from computer viruses.
10. Limitation of Liability
- To the extent not prohibited by applicable law, tyfone is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including, without limitation, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if tyfone has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract, tort, or otherwise, arising out of or related to: (i) the use of or the inability to use the website; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the website; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the website; or (v) any other matter relating to the website, including content you may download, use, modify, or distribute from the website.
12. General Information
- The Terms constitute the entire agreement between you and Tyfone with respect to your use of the Website, superseding any prior agreements between you and Tyfone (including, but not limited to, any prior versions of the Terms). You also may be subject to additional terms and conditions that may apply when you use other Tyfone products or services, third-party content, or third-party products or services. You must not assign or otherwise transfer the Terms or any right granted hereunder. Sections 3, 7, 8, 9, 10, and 11 survive termination of the Terms.
- Oregon law and controlling U.S. federal law govern any action related to the Terms. No choice of law rules of any jurisdiction apply. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You and Tyfone agree to submit to the personal and exclusive jurisdiction of the courts located within Oregon and/or the corresponding U.S. federal courts.
- Tyfone controls and operates this Website from its headquarters in the United States of America and makes no representation that the content of the Website is appropriate or available for use in other locations. If you use this Website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
- You acknowledge and agree that the content of the Website may be subject to the U.S. Export Administration Laws and Regulations. Diversion of such content contrary to U.S. law is prohibited. You agree that none of the content, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
- This Website could include inaccuracies or typographical errors. Tyfone tries to make the information on the Website accurate and current but does not guarantee it. Use of such information is at your own risk. Tyfone may modify the content, products, services, and prices described in this Website at any time without notice. Tyfone may amend these Terms at any time by posting the amended terms on the Website.
- The failure of Tyfone to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.