Term And Conditionn
invergehq.com (“the Site”) is offered to you (“You” or “the User”) by Inverge Incorporated dba Inverge, a New York corporation (“Inverge” or the “Company” or “We”), conditioned upon your acceptance of the terms, conditions, and notices listed below (“the Agreement”) or found elsewhere on the Site (“Other Conditions”). At its sole discretion, and at any time, Inverge may revise the Agreement or Other Conditions without prior notification. Unless otherwise provided below, revised terms take effect when they are posted, and use of the Site after such terms have been posted constitutes acceptance.
Purchase Related Policies. The products and services available on the Site, and any samples thereof we may provide to you, are for personal use only. You may not sell or resell any of the products or services, or samples thereof, you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or suspend any orders that we believe, in our sole discretion, may result in the violation of our Terms and Conditions.
Accuracy of Information. We attempt to be as accurate as possible when describing our products on the Site; however, to the extent permitted by applicable law, we do not warrant that the product descriptions, colors or other content available on the Site are accurate, complete, reliable, current, or error-free.
Intellectual Property. All content available on the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations and software, including our templates used to create your personal web-site, and the compilation (thereof collectively, the “Content”) is the property of Inverge, our affiliates, partners or licensors, and is protected by United States and international copyright laws.
The trademarks, logos, and service marks displayed on the Site (collectively, the “Trademarks”) are the registered and unregistered marks of Inverge, our affiliates, partners or licensors, in the United States and other countries, and are protected by United States and international trademark laws. Except as set forth in the limited licenses in Section 5 below, or as required under applicable law, you may not modify, augment, remove, add to, delete, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on the Site, in whole or in part. Further, you may not upload, post, reproduce, or distribute in any way content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right.
Domain names. Domain names, as intellectual property, once registered through invergehq.com are the property of the account holder not invergehq.com as long as they are in current financial standings. invergehq.com will only monitor the domain and renew automatically unless given notice otherwise by account holder in writing 60 days prior to renewal date (1 year from sign up date). Initial Domain registration will incur a non-refundable fee of $39.95 and will remain registered for 1 year. Domain names can be transferred at any time so long as account holder is in good current financial standing. According to ICANN regulations, invergehq.com is unable to transfer newly-registered domains for a period of 60 days.
Limited Licenses. We grant you a limited, revocable, and non-exclusive license to access and make personal use of the Site. This limited license does not include the right to: (i) frame or utilize framing techniques to enclose the Site or any portion thereof; (ii) modify or download the Site or Content (except caching or as necessary to view the Site); (iii) make any use of the Site or Content other than personal use; (iv) create any derivative work based upon either the Site or Content; (v) collect account information for the benefit of yourself or another party; (vi) use any meta tags or any other “hidden text” utilizing our name or the Trademarks or to otherwise use the Trademarks; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure. Any unauthorized use by you of the Site terminates the limited licenses set forth in this Section 5 without prejudice to any other remedy provided by applicable law or these Terms and Conditions.
Your Account. You may choose to register at our Site. If you do, you will have an email address/username and password for your account. You are responsible for maintaining the confidentiality of your account, username and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account, username and/or password. You agree to provide only accurate, truthful information. We reserve the right to refuse service and/or terminate accounts without prior notice if you violate these Terms and Conditions or if we decide, in our sole discretion, that it would be in Inverge’s best interests to do so.
Third Party Links. We are not responsible for the content of any off-Web site pages or any other Web sites linked to or from the Site. Links appearing on the Site are for convenience only and are not an endorsement by us, our affiliates or our partners of the referenced content, product, service, or supplier. Your linking to or from any off-Web site pages or other Web sites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Web site pages or any other Web sites linked to or from the Site, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and Web sites, including, without limitation, their privacy policies and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Web site pages and other Web sites that you visit.
Representations and Warranties; Limitation of Liability.
THE SITE IS PRESENTED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEB SITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEB SITES (f) ANY INACCURACIES OR OMISSIONS IN CONTENT OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00).
Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law. Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions (including after an order has been submitted).
Indemnification. You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand resulting from your use of the Site. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
Online conduct. You agree to use our Site only for lawful purposes. You are prohibited from posting on or transmitting through our Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
Fees. Inverge will charge you the fees stated in your Order. If you have made a minimum commitment in your Order, and your actual usage does not meet or exceed the minimum commitment, Inverge will charge you the difference between your minimum commitment and your actual usage. Unless you have made other arrangements, Inverge will charge your credit card without invoice as follows: (i) for recurring fees, in advance, on or around the first day of each billing cycle, and (ii) for non-recurring fees (such as fees for initial set-up, overages, compute cycle fees, and domain name registration) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Inverge option; provided that Inverge may wait to charge your credit card until the total aggregate fees due are at least $50. Unless otherwise agreed in the Order, your billing cycle will be monthly, beginning on the date that Inverge first makes the Services available to you. If you are using Inverge billing services Inverge may at its option, either include the fees, charge backs, and other items described in Section 31 with your recurring or non-recurring fees, as applicable, or deduct them from your remittances. Inverge may suspend all services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges to your credit card are rejected for any reason. Inverge may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days, and Inverge brings a legal action to collect, or engages a collection agency, you must also pay Inverge reasonable costs of collection, including attorney fees and court costs. All fees are stated and will be charged in US Dollars. Any “credit” that we may owe you, such as a credit for failure to meet a service level guaranty, will be applied to fees due from you for services, and will not be paid to you as a refund. Charges that are not disputed within sixty (60) days of the date charged are conclusively deemed accurate. You must provide Inverge with accurate factual information to help Inverge determine if any tax is due with respect to the provision of the Services, and if Inverge is required by law to collect taxes on the provision of the Services, you must pay Inverge the amount of the tax that is due or provide satisfactory evidence of your exemption from the tax. You authorize Inverge to obtain a credit report at any time during the term of the Agreement. Any credit that we may owe you, such as a credit for a SLA remedy, will be applied to unpaid fees for services or refunded to you, at our option.
Disputes. With respect to any dispute regarding the Site, all rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of New York, as if the Terms and Conditions were a contract wholly entered into and wholly performed within New York. Any dispute relating in any way to your visit to the Site shall be submitted to confidential arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors, we may seek injunctive or other appropriate relief in any court and you consent to exclusive jurisdiction and venue in any such court. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Account Renewal. We will renew your domain name and email addresses each year upon the anniversary of your original registration date (or as close to it as possible) automatically unless we receive written notice of your desire to discontinue the service no less than 30 days before that renewal date. On that renewal date, a fee of $25 will be charged to the credit card stored on account at that time. This is a one-time fee covering the following year’s domain registration and email. This fee is in addition to the standard monthly hosting fee and will be listed as a separate charge item on your bill. Multiple-year renewals are available upon request by contacting our sales department.