Welcome to www.proxima-tech.com (the “Site”). The Site is operated by Proxima Technology Inc. ("Proxima", “We” or “Us”). Please carefully read these Terms & Conditions of Use. By using the Site or any of the Offerings and products offered through the Site (the “Offerings”) You acknowledge and agree that You have read and agree to be bound by these Terms & Conditions of Use (this “Agreement”). This Agreement is made between Proxima and You or, in the case that you represent and are using the Offerings on behalf of a company or other entity, that company or other entity (“You”).
Proxima reserves the right, in its sole discretion, to modify this Agreement at any time by posting the modified Agreement to this Site. You agree to be bound by the modified Agreement through Your continued use of the Site following the posting of the modified Agreement to the Site.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT LEGALLY CAPABLE OF BEING BOUND BY THIS AGREEMENT, PLEASE EXIT THE SITE NOW AND REFRAIN FROM ACCESSING THE SITE OR USING THE OFFERINGS.
Use of the Site and the Offerings. All use of the Site and the Offerings is subject to this Agreement. In order to utilize certain areas of the Site and certain of the Offerings offered through the Site, You must be a registered user of the Site (a “Registered User”). Registration is not mandatory to access the public areas of the Site and the publicly available Offerings offered through the Site, but is required for access to certain areas of the Site, and the Offerings provided through those areas of the Site, including, for example, downloads of software and discussion forums. Until You apply for are approved as a Registered User of the Offerings, Your access to the Offerings will be limited to those Offerings available on the public areas of the Site.
Registration. You must apply to become a Registered User. In connection with Your application to become a Registered User, You may be asked to submit certain information about Yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. Your approval as a Registered User is at the sole discretion of Proxima. You may also be required to agree to be bound by terms and conditions in addition to this Agreement pertaining to the portions of the Site or the Offerings for which You are applying to become a Registered User (such additional terms and conditions, a “Registration Agreement”). Any Registration Agreement is in addition to this Agreement and will govern Your use of the Offerings covered by the Registration Agreement in the event of a conflict between the terms of this Agreement and the Registration Agreements.
Registered User Account. Upon approval as a Registered User You will be asked to create a password-protected account to access the Offerings (an “Account”). You agree to keep Your Account information and password confidential. You agree to notify Proxima immediately of any actual or suspected unauthorized use of Your Account or Your Account information or password. You are solely responsible for all activities that occur through Your Account, including, without limitation all fees and charges incurred through Your Account. Proxima will not be responsible for any loss to You caused by Your failure to comply with these obligations. You may access and use the Offerings through Your Account solely for lawful purposes and only in accordance with the terms of this Agreement and any applicable Registration Agreement. Proxima reserves the right at any time and in its sole discretion to modify, suspend or discontinue the Offerings (or any portion thereof) with or without notice.
Ownership and Use of Content. The Site, the Offerings, and the entire contents of the Site and Offerings, including, but not limited to, text, files, software and accompanying documentation, images, graphics, illustrations, audio, video, and photographs on or offered through or available on the Site or the Offerings (collectively, “Content”) are protected by intellectual property rights, including, without limitation, copyrights, trademarks, patents and other proprietary and intellectual property rights (“Intellectual Property Rights”) owned by Proxima and its business partners, affiliates and licensors (“Affiliates”). No ownership rights in or to the Site, Offerings, or Content are conveyed to You by this Agreement. Any use of any Content is subject to the terms of any license or other agreement that You have entered into with Proxima relating to the Content or You are required to enter into with Proxima before obtaining access to the Content (each, a “Content Agreement”). You must read any such Content Agreement and indicate Your assent to its terms prior to downloading or using any Content that is subject to the Content Agreement. Any Content not subject to a Content Agreement may be used only for Your own personal, non-commercial use and may not be modified or altered in any way. Except as expressly set forth in this Agreement or any Content Agreement, You have no rights in or to any Content, and Proxima and its Affiliates grant You no licenses or rights, whether by implication, estoppel or otherwise, in or to the Site, Offerings or Content, or any Intellectual Property Rights therein or related thereto, and You may not use, reproduce, perform, display, create derivative works from, republish, upload, download, post, transmit, or distribute any portion of the Site, Offerings, or any Content without the prior written permission of Proxima.
Use of Marks.Unless otherwise labeled, all trademarks, Offering marks, logos, banners, and page headers displayed on the Site (collectively, the "Marks") are the property of Proxima and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of Proxima.
Postings and Uploads. The Site and the Offerings may include forums, bulletin boards, chat rooms or other opportunities through which You may provide or upload Content of Your own to the Site. You agree not to upload or provide any Content which is: (1) libelous, defamatory, obscene, abusive, or pornographic; (2) threatening, harassing or invades another's privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (3) an infringement of another’s rights, including another’s Intellectual Property Rights; (4) illegal in any way or which advocate illegal activity; (5) false or misleading; (6) an advertisement or solicitation of funds, goods or Offerings, or constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (7) violates any applicable laws or regulations. By providing or uploading any Content to the Site, You grant to Proxima (or warrant that the owner of such rights expressly grants to Proxima) a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any form, media, software or technology of any kind (now known or hereafter developed). In addition, You waive all moral rights in the Content or warrant that all moral rights applicable to such Content been waived. You also grant Proxima the right to use Your name in connection with the reproduction or distribution of such material.
System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, the Offerings, or any transaction conducted on the Site or through the Offerings. You may not take any action that imposes an unreasonably large load on Proxima's infrastructure.
Term and Termination. This Agreement will be effective on the date You first use the Site or any Offerings and will continue until terminated. Unless otherwise stated in a Registration Agreement, Proxima may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to Proxima, such termination effective 10 days following acknowledgement of receipt of such notice by Proxima. Proxima may also suspend Your use of the Site or any Offerings or direct You to cease using the Site or any Offerings with or without notice to You and with or without cause. Upon any termination of this Agreement all rights granted to You under this Agreement will cease, if You are a Registered User, Your Account will be closed, and You must promptly discontinue all access to any part of the Site and all use of the Offerings. Proxima will not reimburse You for any Fees paid prior to any termination. All Sections of this Agreement that, by their terms, reasonably survive termination of this Agreement, will survive termination of this Agreement for any reason.
Fees and Payment.If any portion of the Site or the Offerings require the payment of any fees, including, without limitation, one-time fees, subscription fees, or per-use fees (“Fees”). You agree that Proxima may charge such Fees to You at the rates displayed at the time the Offerings associated with those Fees are ordered, and that all Fees are subject to change, such change effective upon notice to You. You are responsible for all Fees incurred through the use of Your Account (regardless of whether You personally incurred the Fees). All Fees for Offerings provided through Your Account will be billed to You using the method of payment You have selected. If You choose to have Fees billed directly to a designated credit card or account, You hereby authorize Proxima to charge Your designated credit card or account for those Fees. All Fees will be charged or billed in advance of providing the relevant Offerings and, once paid, are non-refundable. All Fees will be billed and paid in U.S. dollars.
Representations and Warranties. You hereby represent, warrant and covenant for the benefit of Proxima and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Offerings; (3) all information You provide to Proxima in connection with this Agreement and Your access to the Site and use of the Offerings is correct and current.
Disclaimer and Limitation of Liability.
Disclaimer. THE SITE AND ALL OFFERINGS AND CONTENT PROVIDED THROUGH THE SITE ARE PROVIDED BY PROXIMA "AS IS" and “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. IN PARTICULAR, BY WAY OF EXPLANATION AND NOT LIMITATION, PROXIMA MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY OFFERINGS OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, OFFERINGS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. YOU AGREE THAT YOUR ACCESS TO THE SITE AND USE OF THE OFFERINGS IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE OR USE OF THE OFFERINGS. PROXIMA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SECURITY, RELIABILITY AND PERFORMANCE OF THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND USE OF THE OFFERINGS AND INTERRUPTIONS, CRASHES AND DOWNTIME BEYOND PROXIMA’S CONTROL MAY OCCUR FROM TIME TO TIME. PROXIMA’S ONLY OBLIGATION AND YOUR SOLE REMEDY IN THE EVENT OF A FAILURE OF THE SITE OR ANY OFFERINGS WILL BE, AT THE SOLE DISCRETION OF PROXIMA, REPREFORMANCE OF THE OFFERINGS OR REFUND OF ANY APPLICABLE FEE.
Limitation. IN NO EVENT WILL PROXIMA BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO THE SITE OR USE OF THE OFFERINGS, EVEN IF PROXIMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PROXIMA’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF FEES PAID HEREUNDER FOR THE OFFERINGS RELATING TO SUCH LIABILITY OR US$100.SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
Indemnity. You will indemnify, defend and hold harmless Proxima and its Affiliates, employees, agents, contractors, assigns, licensees and successors in interest (“Indemnified Parties”), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your accessing the Site or use of the Offerings or Your breach of any term of this Agreement. Proxima will provide You with notice of any such claim or allegation, and Proxima will have the right to participate in the defense of any such claim at its expense.
Claims of Infringement. Just as Proxima require users of the Site to respect the copyrights and other intellectual property rights of Proxima, its Affiliates, and other third parties, Proxima respects the copyrights and other intellectual property rights of users of the Site and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Proxima Technology, Inc. Attn: Copyright Infringement Agent ____________________________ ____________________________
Please provide the following information to Proxima’s Copyright Infringement Agent:
(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and e mail address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
Privacy Policy. Proxima’s privacy policy, a copy of which is available at http://www.proxima-tech.com/content/view/92/19/(the “Privacy Policy”), is incorporated in this Agreement by reference. By accepting this Agreement, You expressly consent to the use and disclosure of Your personally identifiable and other information as described in the Privacy Policy.
Linked and Referenced Sites. The Site may contain links or references to third-party sites that are not under the control of Proxima. Proxima is not responsible for any content on any site linked to or referenced by the Site. If You access a third-party site from the Site, then You do so at Your own risk and You should refer to the policies posted on those third-party sites regarding privacy and usage before You use them. Proxima provides links only as a convenience and the inclusion of the link does not imply that Proxima endorses or accepts any responsibility for the content on those third party sites. Proxima welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Proxima or any group or individual affiliated with Proxima. You may not use on Your site any Content or Marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without Proxima’s prior written consent
Notices and Contact Information. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to Proxima, and any contact with Proxima will be made, by postal mail to the address for Proxima listed on the Site. If applicable law requires that Proxima accepts email notices (but not otherwise), then You may send Proxima email notice using the following address:
. With respect to Proxima’s notices to You, Proxima may provide notice of amendments by posting them in the Site and You agree to check for changes. In addition, or in lieu thereof, Proxima may give notice by sending email to the email address You provide during registration for any Offerings. Notice shall be deemed given 24 hours after it is posted or an email is sent, unless (as to email) the sending party is notified that the email address is invalid.
Export Restrictions/Legal Compliance. You may not access, download, use or export the Site or the Offerings, or any Content available through the Site or the Offerings, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any U.S. or other applicable governmental agency or authority, and not to directly or indirectly provide or otherwise make available the Offerings or any Content in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to Your own use of the Site and the Offerings outside the U.S. The Site and the Offerings, and any Content available through the Site or the Offerings, may not be downloaded or otherwise provided or made available, either directly or indirectly to: (1) any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders (or any successors thereto). By agreeing to this Agreement, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
Additional Terms.
Third Party Beneficiaries. Proxima’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.
Non-Assignment. You may not assign or transfer any of Your rights hereunder and any attempt to do so will be null and void.
Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, excluding its conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Denver, Colorado. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party. Those who access this Site from outside the U.S. do so on their own initiative and are responsible for full compliance with local laws.
Terms & Conditions 