Terms of service.
TrainEasy (including its various affiliates and subsidiaries, “TrainEasy”) provides a collection of tools and resources to manage an online store, process orders and sell products online and related professional and other services (collectively, the “Services”). The following are the terms and conditions for use of the Services (the “Terms”), along with any amendments thereto and any operating rules or policies that may be published from time to time by TrainEasy. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms.
1.1 The Services are provided subject to these Terms and any operating rules or policies that TrainEasy may publish from time to time (collectively, the “Agreement”). TrainEasy may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) TrainEasy’s email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Date of Last Revision” date at the top of the Terms or (c) your continued use of the Services after TrainEasy posts the updated Agreement to TrainEasy.com. In addition, when using particular TrainEasy services, Customer and TrainEasy will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.
1.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
1.3 The Services provides a collection of tools and resources to manage an online store, process orders and sell products online. In addition, the Services may include professional consulting services and/or migration services relating to your use of the TrainEasy’s tools and resources.
1.4 Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer’s TrainEasy account. Customer is responsible for maintaining the security of Customer’s account, passwords, and files, and for all uses of Customer’s account and of the Services in Customer’s name. TrainEasy reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
2. Restrictions and Responsibilities
2.1 This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.3 For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
2.4 In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to TrainEasy. TrainEasy may use this information and any technical information about Customer’s use of this website to tailor its presentations to Customer, facilitate Customer’s movement through this website, or communicate separately with Customer. TrainEasy will not provide information to companies Customer has not authorized, and TrainEasy will not authorize the companies that get such information to sell and redistribute it without Customer’s prior consent.
2.5 Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”) are owned by TrainEasy and/or its third party sponsors, partners, and other co-branders (collectively, “Content Providers”), (b) the Proprietary Information contains valuable copyrighted material and is protected by NIGERIAand international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
2.6 TrainEasy Trademarks. “TrainEasy” and our logos (both words and design) either are trademarks, service marks, or registered trademarks of TrainEasy or its Content Providers, and may not be copied, imitated or used, in whole or in part without TrainEasy’s prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of TrainEasy and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by TrainEasy are the property of their respective owners.
2.7 Reservation of Rights. Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the Services or Proprietary Information. All rights not expressly granted by TrainEasy in these Terms are hereby reserved by TrainEasy. There are no implied rights.
3. Term and Termination
3.1 Customer may terminate this Agreement at any time. To learn more about how to terminate this Agreement, please click here. See also Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for more information regarding termination of this Agreement or related Services.
3.2 TrainEasy may terminate this Agreement or the Services at any time with or without cause, and with or without notice. TrainEasy will have no liability to Customer or any third party because of such termination.
3.3 Upon termination or expiration of this Agreement by either party for any reason, (a) TrainEasy will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to TrainEasy for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
3.4 Upon termination or expiration of this Agreement by either party for any reason, TrainEasy may delete any Customer archived data within 30 days after the date of termination.
4. Disputes Regarding Account or Site Ownership
4.1 The entity or person creating a TrainEasy account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. TrainEasy is not obligated to, and will not, resolve any such disputes.
4.2 If multiple persons are claiming ownership of or rights in a site, store or account, and, in TrainEasy’s sole judgment, there is uncertainty as to the ownership of or rights in such site, store or account, then TrainEasy will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves TrainEasy of all liability and obligations concerning the dispute and such site, store or account. If the disputing persons fail to resolve the dispute within what TrainEasy, in its sole judgment, deems to be a reasonable time, then TrainEasy, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, store and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, store and/or account will be obligated to pay all amounts due and comply with the then current TrainEasy policy regarding transfers of accounts, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of such site, store and/or account to timely pay in full all of such amounts will be deemed a breach of these Terms and will subject the account to immediate termination.
5. Customer's Name and Trademarks; Customer Feedback; Customer Submissions
5.1 Name and Trademarks. Customer hereby grants TrainEasy a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks”) as are provided to TrainEasy in connection with this Agreement (a) on TrainEasy’s own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing TrainEasy’s Services and (c) in applications reasonably necessary and ancillary to the foregoing.
5.2 Customer Content. Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (“Customer Feedback”), or (b) literary, artistic or other content, including but not limited to photos and videos (“Customer Submissions”) (Customer Feedback together with Customer Submissions, “Customer Content”). By providing Customer Content to TrainEasy via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to TrainEasy that (i) Customer has all necessary rights to distribute Customer Content via this website or via the Services found at this website, either because Customer is the author of the Customer Content and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Content, and (ii) Customer does not violate the rights of any third party.
5.3 License to TrainEasy. TrainEasy will have the right to use and disclose any Customer Content posted to TrainEasy’s corporate websites or submitted directly to TrainEasy for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for TrainEasy’s use of any Customer Content. Customer’s provision of Customer Content is entirely voluntary and will not create any confidentiality obligation for TrainEasy. By submitting Customer Content, Customer hereby grants TrainEasy an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Content in any manner and for any purpose (including, but not limited to, commercial purposes) that TrainEasy deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Content (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to TrainEasy’s use of Customer Content posted to TrainEasy’s corporate websites or submitted directly to TrainEasy. The provisions in this Section are not intended to and do not have the effect of transferring any ownership (including intellectual property rights) Customer may have in content posted to Customer’s hosted sites or granting any license (including intellectual property rights) to content posted to Customer’s hosted sites (other than as necessary for TrainEasy to host Customer’s sites and provide the Services). Customer will be solely responsible for any and all of the Customer Content that is submitted through Customer’s account, and the consequences of, and requirements for, distributing it.
5.4 TrainEasy makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, “Discussion Areas”) or with respect to any messages, information, or materials contained in the Discussion Areas. Customer’s use of, or reliance upon, any such messages, information, or materials is at Customer’s sole risk and expense. TrainEasy does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If TrainEasy becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas’ policies promulgated by TrainEasy from time to time or that TrainEasy otherwise deems inappropriate in its sole discretion, TrainEasy reserves the right to delete, move, or edit any such information or materials.
6. Export of Services or Technical Data
Customer may not remove or export from Nigeria or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of Nigeria, or any other applicable country.
7. Fees and Payment; Upgrade, Downgrade and Cancellation of Services
7.1 Fees. In consideration of the Services provided, Customer will pay TrainEasy all fees due according to the prices and terms listed on this website. TrainEasy Services are PREPAID and NON-REFUNDABLE FOR THE TERM OF SERVICES PURCHASED. UPON ANY TERMINATION BY CUSTOMER, INTERMATICS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY SERVICES NOT YET PERFORMED. TrainEasy reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, or upgrade or downgrade of the Services with and/or without notice to Customer.
7.2 Taxes. All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges. If Customer is a resident of Nigeria, Customer is responsible for all applicable Goods and Services Taxes.
7.3 Billing Policies and Cycles. All billing invoices and payment notifications will be maintained directly in Customer’s Account Portal. The billing cycle begins on the day Customer converts to a paid store and is due on that day each month, partial year or year thereafter, based on the Services plan selected. Billing related to the purchase of SSL’s, Domain, and/or professional services are billed once these products/services have been purchased by Customer.
7.4 Payment. Payments are made on monthly billing cycles. Customers will be notified a few days to service expiry. Customers are expected to make payment before the service expiration date. Failure to do so will result in account suspension.
7.5 Unpaid Accounts. Accounts past due over 30 days will automatically be deleted.
7.6 Disputed Charges/Billing Inquiries. It is Customer’s obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact TrainEasy and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer’s agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
7.7 Upgrades. Should Customer elect to upgrade its Services or if Customer is automatically upgraded pursuant to the last sentence of this Section 7.7, the commencement date of the next renewal period will remain the same; however, Customer will be billed immediately for the pro-rata portion of the upgraded Services fee for the remainder of the current billing period. For example, if a month-to-month customer is billed on October 9th for monthly Services from October 9th to November 8th, and such Customer’s account is upgraded effective on October 30th, then such Customer will be charged immediately for the pro-rata usage of the upgraded plan from October 30th to November 8th. On November 9th such Customer will be charged for the full monthly fee amount of the upgraded plan. In addition, if a Customer exceeds his, her or its storage limitation or other stated limitations for their Service plan for two consecutive billing periods, such Customer will be automatically upgraded effective at the commencement of the next billing period to a Service plan that accommodates such Customer’s greatest storage usage or other applicable usage limit for such period.
7.8 Downgrades. Should Customer elect to downgrade its Services, the downgrade will take effect on the commencement of the next renewal period. In other words, TrainEasy DOES NOT provide credits or refunds on downgrades that are effective during the applicable billing period (whether such period is twice a year or yearly). For example, if a month-to-month customer is billed on October 9th for Services from October 9th to November 8th and such customer downgrades the Services effective on October 30th, then the downgrade will take effect on the next billing date, i.e. November 9th.
7.9 Cancellations. TrainEasy Services will continue in effect until Customer validly terminates the Services. Customer must notify TrainEasy of its intent to terminate Service at least 5 calendar days before the billing renewal date.
8. Prohibited Practices
8.1 Prohibited Offerings. Customer may not utilize the Services to provide, sell or offer to sell the following: replicas; controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling or obtaining illegal goods or weapons to attack others; information used to violate the copyright(s) of, violate the trademark(s) of or to destroy others’ intellectual property or information; information used to illegally harm any people or animals; pornography, nudity, sexual products, programs or services; escort services or other content deemed adult related.
8.2 Profanity. Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited.
8.3 Multiple trial accounts. Customers are not allowed to open more than one trial account without an active subscription
8.4 Private Information and Images. Customers may not post or disclose any personal or private information about or images of children or any third party without the consent of such party (or a parent’s consent in the case of a minor).
8.5 Violations of Intellectual Property Rights. Any violation of any person’s or entity’s intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. TrainEasy may remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see “Reporting Claims of Copyright Infringement” below).
8.6 Misrepresentation of Transmission Information. Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
8.7 Viruses and Other Destructive Activities. Use of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet.
8.8 Hacking. “Hacking” and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
8.9 Anonymous Proxies. TrainEasy does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the Services through any automated viewing, downloading or crawling systems.
8.10 Export Control Violations. The exportation of encryption software outside of Nigeria and/or violations of Nigerian law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside Nigeria without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by Nigerian federal, state or local law, or by any other applicable law.
8.11 Child Pornography. The use of the Services to store, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. TrainEasy is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.
8.12 Other Illegal Activities. The use of the Services to engage in any activity that is determined by TrainEasy, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging debit/credit cards or displaying debit/credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. TrainEasy will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
8.13 Other Activities. This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in TrainEasy’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, TrainEasy’s business, operations, reputation, goodwill, customers and/or customer relations, or the ability of TrainEasy’s customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate these Terms. In addition, the failure of Customer to cooperate with TrainEasy in correcting or preventing violations of these Terms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these Terms by Customer. Without limiting the rights and remedies available to it, TrainEasy reserves the right in its sole discretion, to suspend or terminate Customer’s access to its account and the Services, with or without notice, and to take any other action that TrainEasy determines in its sole discretion is necessary as a result of any behavior by Customer that is illegal, inappropriate, disruptive to this website, the Services, or to any other user of this website or the Services, or which otherwise breaches these Terms. TrainEasy may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, or otherwise in TrainEasy’s sole discretion, TrainEasy will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this website or the Services. These prohibitions do not require TrainEasy to monitor, police, remove or reject any Customer Content or other information submitted by Customer or any other user.
9. Backup Storage
TrainEasy offers its Services to host ecommerce websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of Services without prior notice. For its own operational efficiencies and purposes, TrainEasy from time to time backs up data on its servers, but is under no obligation or duty to Customer to do so under these Terms. IT IS SOLELY CUSTOMER’S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER’S FILES AND DATA WHICH MAY RESIDE ON INTERMATICS SERVERS. UNDER NO CIRCUMSTANCES WILL INTERMATICS BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF CUSTOMER’S FILES AND/OR DATA ON ANY INTERMATICS SERVER.
10. Copyright Infringement
10.1Reporting Claims of Copyright Infringement. TrainEasy will respond to notices of copyright infringement that comply with applicable law. If a copyright holder believes that there has been a violation of his/her copyright on a site that is hosted by TrainEasy or a TrainEasy subsidiary, the copyright holder may request that TrainEasy remove or disable the material by submitting written notification to us
10.2 Copyright Counter-Notifications. If Customer believes that it has had material removed or disabled by mistake or misidentification, Customer may file a counter-notification with TrainEasy by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must contain substantially all the following:
A signature (physical or electronic) of the person submitting the counter-notification.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Contact information for the person submitting the counter-notification, including name, address, telephone, and email address.
A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.
A statement by the person submitting the counter-notification that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if Customer resides outside the Fedral Republic of Nigerias for any judicial district in which Customer’s website may be found) and that Customer will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.
The DMCA allows TrainEasy to restore the removed content if the party filing the original DMCA Notice does not file a court action against Customer within ten business days of receiving the copy of Customer’s Counter-Notice.
Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA.
10.3 Repeat Infringers. It is TrainEasy’s policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights.
11.1 Governing Law; Jurisdiction. The laws of the Government of Nigeria will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Lagos, Nigeria. Customer agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
11.2 WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND INTERMATICS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, INTERMATICS’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
11.3 LIMITATION OF LIABILITY. INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT INTERMATICS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY INTERMATICS FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF INTERMATICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
11.4 Indemnification of TrainEasy. Customer agrees to defend, indemnify and hold TrainEasy and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Customer’s breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from TrainEasy’s own gross negligence or willful misconduct. TrainEasy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
11.5 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.6 No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of TrainEasy, which TrainEasy may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from TrainEasy will be deemed null and void. TrainEasy may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.7 Waiver. The failure of TrainEasy to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision.
11.8 Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or TrainEasy.
11.9 Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind TrainEasy in any respect whatsoever.
11.10 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
11.11 Force Majeure. TrainEasy will have no liability to Customer or any third party for any failure by TrainEasy to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of TrainEasy, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
12.ADDITIONAL SERVICE SPECIFIC TERMS
In addition to the Terms above, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by TrainEasy or its partners. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
INTERMATICS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES.
12.5 Resource Restrictions
TrainEasy provides unlimited bandwidth for all sites hosted on it's platform. Disk space is alloted based on the plan a user has subscribed to.
TrainEasy does not set an arbitrary limit or cap on the amount of resources a single Subscriber can use. In good faith and subject to these Terms, TrainEasy makes every commercially reasonable effort to provide its Subscribers with all the storage and bandwidth resources needed to power their web sites successfully, as long as the Subscriber's use of the service complies with these Terms. By not setting limits on key resources, we are able to provide simple, consistent pricing to our Subscribers as they grow their websites. As a result, a typical website may experience periods of great popularity and resulting increased storage without experiencing any associated increase in charges.
TrainEasy employs complex mechanisms to protect its Subscribers and systems from abuse. TrainEasy's offering of "unlimited" services is not intended to allow the actions of a single or few Subscribers to unfairly or adversely impact the experience of other Subscribers. TrainEasy' service is a shared hosting service, which means that multiple Subscriber web sites are hosted from the same server and share server resources. TrainEasy' service is designed to meet the typical needs of small business and home business website Subscribers. It is NOT intended to support the sustained demand of large enterprises or non-typical applications better suited to a dedicated server. TrainEasy will make every commercially reasonable effort to provide additional resources to Subscribers who are using their website(s) consistent with these Terms. However, in order to ensure a consistent and quality experience for all Subscribers, TrainEasy does place automated safeguards to protect against any one site growing too quickly and adversely impacting the system until TrainEasy can evaluate said sites resource needs.
12.6 Refund Policy
Kindly note that TrainEasy does not issue refunds on any of its services.
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