1. Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms and Conditions of use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended by us at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.
2. Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
3. Non-commercial Use by Members: Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Tri-Ronin Corp. Appropriate legal action will be taken for any illegal or unauthorized use of the Digitsu Services.
4. Fraud: By becoming a member, you confirm that the information provided in this form is true and that you agree to abide by the Terms and Conditions of use of this site. Please note that your membership can be cancelled without notice if it is determined that false or misleading information has been provided, the Terms and Conditions of use have been violated, or other abuses have occurred as determined by Digitsu in its sole discretion. If membership has been revoked, Digitsu reserves the right to refuse application or readmission to the membership program.
5. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
6. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site, including this Agreement, without further notice to users of the Site.
7. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
8. Nontransferable. Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable and may only be used by you.
9. Disclaimer. THE INFORMATION FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. Limits. All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. Our maximum liability to you under all circumstances will be equal to the purchase price you pay for any goods, services or information.
13. Payments. You represent and warrant that if you are purchasing something from us or from our Merchants that (i) any credit card information you supply is true, correct and complete, (i) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any shipping fees and applicable taxes.
14. Securities Laws. This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
15. Links to Other Web Sites. The Site contains links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
16. Submissions. All suggestions, ideas, notes, concepts and other information you may from time to time send to us (collectively, "Submissions") shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions. 18. Return Policy. Due to the nature of our online site, and the products listed, we Digitsu have a strict NO RETURN policy for any product. No product shall be able to be returned for a like item, or for a cash refund. (“ THIS SECTION CAN BE CHANGED AS TO YOUR RETURN POLICY”)
17. Venue; Applicable Law. YOU AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, OR YOUR USE OF THE SITE OR ANY SAMPLES OR PRODUCTS OBTAINED BY YOU THROUGH SUCH USE, SHALL BE LITIGATED IN THE CIRCUIT COURT OF “THE COUNTY OF WHICH YOUR COMPANY RESIDES”, “THE STATE IN WHICH YOUR COMPANY RESIDES” OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF “THE STATE IN WHICH YOUR COMPANY RESIDES” . YOU ARE EXPRESSLY SUBMITTING AND CONSENTING IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS, AND ARE WAIVING ANY CLAIM THAT “THE CITY IN WHICH YOUR COMPANY RESIDES” , “THE STATE IN WHICH YOUR COMPANY RESIDES” OR THE DISTRICT OF “THE STATE/DISTRICT IN WHICH YOUR COMPANY RESIDES” IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. This site is created and controlled by Digitsu, a wholly owned subsidiary of TRI-RONIN CORP. in the State of New York, USA. As such, the laws of New York will govern the terms and conditions contained in this Agreement and elsewhere throughout the Site, without giving effect to any principles of conflicts of laws.
18. Binding Arbitration.If there is any dispute about or involving the Digitsu Services, you agree that all such disputes will be arbitrated according to the rules of the American Arbitration Association in New York, NY, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, it being your intent that this arbitration agreement be broadly construed, and that the decision of the arbitrators will be final. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability this agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. Further, you agree that in that arbitration there will be no depositions taken, and all other forms of discovery of facts will be limited to those things the arbitrators determine, in their sole discretion, to be necessary. Further, in that arbitration, (i) there shall be no award of punitive, exemplary, incidental, or consequential or other special damages, (ii) all damages claims and awards will be governed by the laws of the state of New York, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorney fees. If you are unable to afford the fee of the American Arbitration Association, you agree to notify all persons against whom you have an arbitrable claim and give them the opportunity individually and as a group to pay such fee. The proceeding and the decision shall be kept confidential by the parties. No claim may be brought as a class action, combined or consolidated with any other proceeding, nor may any proceeding be pursued in a representative capacity or on behalf of a class. You do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
19. Lapsed Accounts: In order to keep Digitsu membership roster current, if a Member does not access his or her account for a period of 365 days or more, Digitsu may, in its sole discretion, terminate such Member's account. Digitsu will endeavor to notify a Member of Digitsu the intent to terminate such Member's account by notice to such Member's provided email address at least 7 prior to deactivation. If the Member fails to respond to such email notice within 2 days after the day it is sent by Digitsu, such Member's account will be terminated as noted above. Therefore, Digitsu strongly recommends that all Members keep their accounts and contact data current and in use. While Digitsu desires to prevent active accounts from being terminated prematurely, Digitsu has no obligation to maintain accounts that appear to Digitsu to have been abandoned. Each Member agrees that failure to access his or her account for 365 days or more conclusively indicates that such Member's account has been abandoned and that the account may therefore be terminated.
20. Verify Members' Address: Digitsu reserves the right to contact a Member via email to verify the accuracy of account information (including the Member's correct name and address) that is needed to provide the Member with the information he or she requested from Digitsu.
21. Other: This Agreement is accepted upon your use of the Digitsu Website or any of the Digitsu Services and is further affirmed by you becoming a User. This Agreement constitutes the entire agreement between you and Digitsu regarding the use of the Digitsu Services. The failure of Digitsu to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Digitsu is a trademark of Tri-Ronin Corp. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.