Please read these Terms carefully. Access to, and use of AgaveIS products (“Products”), AgaveIS services (“Services”), and the AgaveIS website https://AgaveIS.com/ (“Website”), including any of its content, is conditional on your agreement to these Terms. You must read, agree with, and accept all of the terms and conditions contained in these Terms. By using or visiting our Website, you are bound to these Terms and you indicate your continued acceptance of these Terms.
1. Responsibility of Users of the Website, Products, and/or Services
Your access to, and all of your use of the Website, Products, and/or Services must be lawful and must be in compliance with these Terms, and any other agreement between you and AgaveIS.
When accessing or using the Website, Products, and/or Services, you must behave in a civil and respectful manner at all times. We specifically prohibit any use of the Website, Products, and/or Services, and you agree not to use the Website, for any of the following:
- Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted internet protocol;
- Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
- Communicating, transmitting, or posting material that reveals trade secrets, unless you own them or have the permission of the owner;
- Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another;
- Attempting to interfere in any way with the Website, or our networks or network security, or attempting to use our Website to gain unauthorized access to any other computer system;
- Accessing data not intended for you, or logging on to a server or account, which you are not authorized to access;
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt);
- Attempting to interfere or interfering with the operation of the Website, Products, and/or Services, or our provision of Services to any other users of the Website, our hosting provider or our network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website.
You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. AgaveIS shall take reasonable precautions to prevent the transmission of harmful content from its technology systems to your technology systems.
AgaveIS disclaims any liability for any harm or damages resulting from your access or use of the Website, Products, and/or Services, or access or use of non-AgaveIS websites.
AgaveIS has the right (though not the obligation) to (i) refuse or remove any Content that, in AgaveIS’s reasonable opinion, violates any AgaveIS policy or is in any way harmful or objectionable, or (ii) terminates or denies access to and use of the Website, Products, and/or Services, to any person for any reason, in AgaveIS’s sole discretion.
2. Fees and Payments
By purchasing Products and/or Services, you agree to pay AgaveIS annual subscription fees indicated for such Product or Service. Payments will be due as of the first day you sign up for a Product and/or Services, and will cover an annual period, as indicated when signing up.
Configurations and prices of the Website, Products, and/or Services are subject to change at any time, and AgaveIS shall at all times be entitled to modify configurations, fees, prices and quotations, provided that no price changes shall be made applicable to you during a subscription term, and shall only take effect after AgaveIS and you have agreed upon an extension, upgrade or renewal of the subscription term. You agree to any such changes if you do not object in writing to AgaveIS within seven (7) business days of receiving a notice of AgaveIS, or an invoice, incorporating or announcing the fee and/or price changes. All prices are exclusive of, and you shall pay all taxes, duties, levies or fees, or other similar charges imposed on AgaveIS or yourself by any taxing authority (other than taxes imposed on AgaveIS’s income), related to your order, unless you have provided AgaveIS with an appropriate resale or exemption certificate for the delivery location, which is the location where the Products and/or Services are used or performed. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to AgaveIS of delivering the Products and/or Services, whereby and to such an extent AgaveIS is entitled to increase its prices accordingly and retroactively.
3. Use of Third Party Content and Materials
AgaveIS has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, AgaveIS does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. AgaveIS disclaims any responsibility for any harm and/or damages resulting from the use or downloading of postings of other parties on the website.
4. Content Posted on Other Websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which AgaveIS.com links, and that link to AgaveIS.com. AgaveIS does not have any control over those non-AgaveIS websites and webpages, and is not responsible for their contents or their use. By linking to a non-AgaveIS website or webpage, AgaveIS does not represent or imply that it endorses such website or webpage.
5. Copyright Infringement
As AgaveIS requires others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright, you are encouraged to notify AgaveIS. AgaveIS will, as it is able, respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In order to bring infringing material to our attention, you must provide our DMCA Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The contact information of our DMCA Agent for notice of claims of U.S. copyright infringement is: AgaveIS LLC., attn.: AgaveIS DMCA , email: dmca@AgaveIS.com.
In the case of a user who may infringe or repeatedly infringes upon the copyrights or other intellectual property rights of AgaveIS or others, AgaveIS may, in its discretion, terminate or deny access to and use of the Website, Products, and/or Services. In the case of such termination, AgaveIS will have no obligation to provide a refund of any amounts previously paid to AgaveIS to any person in respect of any such termination.
AgaveIS, the AgaveIS logo, and all other trademarks, service marks, graphics and logos used in connection with the Website, Products, and Services, are trademarks or registered trademarks of AgaveIS or AgaveIS’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website, Products, and Services, may be the trademarks of other third parties in which case such license is for the exclusive benefit and use of us unless otherwise stated, or may be the property of their respective owners. Your use of the Website grants you no right or license to reproduce or otherwise use any AgaveIS or third party trademarks. Likewise, you grant no right or license to reproduce or otherwise use any of your trademarks, service marks, graphics and/or logos, unless expressly authorized by you.
The configurations and specifications of the Website, including without limitation all content there available, the Products, and the Services may be amended and/or updated from time to time, at the sole discretion of AgaveIS. You are bound by any such changes or updates, unless such changes materially diminish the functionality and value of the Website, Products and/or Services.
8. Limitation of Warranties of AgaveIS, Its Suppliers and Its Licensors
AgaveIS warrants to AgaveIS customers of paid products and/or services, provided that such customers have paid all fees due, and are not otherwise defaulting any obligations towards AgaveIS, an availability of the Products and/or Services (“uptime”) of ninety-eight percent (98%) per month. If for a reason solely attributable to AgaveIS the uptime is not met, AgaveIS will credit you as “liquidated damages”, $100 for every day, or part of the day, the Products and/or Services are not accessible in violation with the uptime. You agree that it would be difficult to determine the amount of damages that will be suffered by you if the uptime will not be met. You also agree that the above compensation schedule will result in liquidated damages that bear a reasonable proportion to the probable loss and the amount of your actual loss. The aforementioned liquidated damages shall be the sole and exclusive remedy in the event the uptime has not been met by AgaveIS. However, if the Products and/or Services are not available to you for a reason solely attributable to AgaveIS for a continuing period of five (5) days or more, you may terminate your agreement in writing with immediate effect, and you may request return of fees paid by you related to the unavailable Products and/or Services, pro-rata the remaining unused term of your agreement.
AgaveIS and its licensors make no warranties or representations whatsoever with respect to the Website, Products, and Services, or any linked site or its content, including the content, information and materials on it or the accuracy, completeness, or timeliness of the content, information and materials. We also do not warrant or represent that your access to or use of the Website, Products, and/or Services, or any linked site will be uninterrupted or free of errors or omissions, that defects will be corrected, or that the Website, Products, and/or Services, or any linked site is free of computer viruses or other harmful components. We assume no responsibility, and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your use of the Products or Services, or your access to, use of, or browsing of the Website, or your downloading or uploading of any Content from or to the Website. If you are dissatisfied with the Website, your sole remedy is to discontinue using the Website.
No advice, results or information, whether oral or written, obtained by you from AgaveIS, or through the Website, shall create any warranty not expressly made herein. AgaveIS does not necessarily endorse, support, sanction, encourage or agree with any content or any user content, or any opinion, recommendation, content, link, data or advice expressed or implied therein, and AgaveIS expressly disclaims any and all liability in connection with user content and any other content, materials or information available on or through the Website, Products, and/or Services, created or provided by users or other third parties.
Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
9. Limitation of Liability of AgaveIS, its Suppliers and its Licensors
Under no circumstances shall any party, its subsidiaries and affiliates, their respective directors, officers, employees or agents, and other representatives, be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits and business interruption, whether in contract or in tort, including negligence, arising in any way from the use of the Website, Products, Services, and/or the Contents thereof, or of any hyperlinked website even if such party is expressly advised of the possibility of such damages. With the exception of damages related to legally proven or admitted intellectual property infringement caused by Products and/or Services as delivered by a party without any third party content, in no event shall a party’s liability exceed the total sums received by AgaveIS from you during the twelve (12) month period immediately prior to the date the damages first occurred.
10. Your Representations and Warranties
Subject to the limitations set forth herein, the Parties agree to defend, indemnify, and hold each other harmless, including its subsidiaries and affiliates, their respective directors, officers, employees or agents, and other representatives, from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys’ fees and court costs), arising out of, relating to or in connection with (i) a material violation of these Terms, or any agreement between the Parties, or (ii) any allegation that any information or material (including any Content) violates any rights of any third party.
You understand and agree that, by using the Products and/or Services, you are solely responsible for any data, including personally identifiable information, collected or processed via our Products and/or Services. You will defend, indemnify, and hold AgaveIS harmless, without any limitation, for all damages in connection to (alleged) violations of any privacy laws through the use of the Products and/or Services under your account.
Each party shall take out adequate insurance in order to cover its risks hereunder, including but not limited to a general- and product liability insurance. Regarding the security, confidentiality and integrity of data, each party is responsible for maintaining appropriate technical and organizational measures for the protection of data processed on their own systems and on third party systems that are in use by the involved party.
AgaveIS will not be liable for any delay in performing or failure to perform any of its obligations to you caused by events beyond its reasonable control. AgaveIS will notify you promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
If you are located in the United States and use or access the Website, Products, and/or Services from the United States, these Terms, the Website, Products, and/or Services and any and all agreements between you and AgaveIS shall be governed by and construed in accordance with the laws of the state of Arizona, without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes between you and AgaveIS shall be resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York City, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction.
If you are located outside the United States and use or access the Website, Products, and/or Services from outside the United States, these Terms, the Website, Products, and/or Services and any and all agreements between you and AgaveIS shall be governed by and construed in accordance with the laws of the United States, without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes between you and AgaveIS shall be exclusively resolved by the United States Courts in Arizona.
Any cause of action against a party, regardless whether in contract, tort or otherwise, must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.
If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the Parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may only assign your rights under these Terms to any party that consents to, and agrees to be bound by, the terms hereof in writing. AgaveIS may assign its rights under these Terms at its sole discretion. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms, or your use of the Website, Products, and/or Services.
A Special Note About Children
The Website is not designed or intended for use by children under the age of 16, and our Products and Services may not be purchased by children under the age of 16. We do not intentionally gather personal information from visitors who are under the age of 16. If you are under the age of 16, you are not permitted to submit any personal information to us. If you are under the age of 16, you should use the Website only with consent of a parent or guardian.