Infomatix Website AND SERVICES Terms of Use (“terms”)

WELCOME TO THE INFOMATIX WEBSITE (“WEBSITE”), WHERE YOU CAN FIND INFORMATION ABOUT OUR PRODUCTS AND SERVICES, AND WHERE YOU CAN DOWNLOAD SOFTWARE AND OTHER CONTENT, OWNED BY THE INFOMATIX GROUP OF COMPANIES (“INFOMATIX”)  AND ITS LICENSORS.

PLEASE READ THESE TERMS CAREFULLY. Use of OUR Website, SERVICES, and ANY OF its content is conditional on your agreement to the Terms and the Privacy Policy [hyperlink to Privacy Policy]. You must read, agree with, and accept all of the terms and conditions contained in the Terms. By REGISTERING ON INFOMATIX.NET, OR BY using the Website, or by clicking on the “I Accept” button, you indicate your continued acceptance of the Terms, including future amendments, if any. If you do not comply with the Terms, you will no longer have the right to use the Website, tHE SERVICES, AND ANY OF ITS CONTENT.

[If you want to purchase our products AND/OR SERVICES please read ALSO our General Terms and Conditions

 

  1. Information and Content on the Website
    • All information and content available on or accessible through the Website, all information contained in any Infomatix documentation, whether provided electronically or in hardcopy, such as product manuals, and all information and content in emails or other ways of communication used by Infomatix, (collectively hereafter referred to as: the “Information”) has been prepared solely for the purpose of providing information about Infomatix and its products and services. The Information must not be relied upon in connection with any investment decision. While the content hereof has been prepared with the utmost care, some Information may nevertheless be incomplete, incorrect or may become outdated in time. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INFOMATIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WETHER EXPRESS OR IMPLIED, FOR THE CURRENCY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION, AS DEFINED ABOVE. FURTHERMORE, INFOMATIX MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION TO ITS PRODUCTS AND/OR SERVICES, INCLUDING WARRANTIES ABOUT ITS SERVICES’ AND PRODUCTS’ MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS EXPLICITLY MADE AND PROVIDED BY INFOMATIX IN WRITING TO THE PURCHASER OF THE SERVICES AND/OR PRODUCTS.
    • The Website, Information, the Services (as defined in Section 2.1 below), and the Content (as defined in Section 1 below) may be amended and updated by or on behalf of Infomatix at any time without prior notice.

 

  1. Services, Registration, Licenses
    • To use all the features of the Website, including all content and the Infomatix services and products referred to therein (the “Services”), users may be are required to become a registered user and select a password and user name. If you register, you must provide accurate and complete registration information and keep this information up to date. Failure to do so shall constitute a breach of the Terms, which may result in termination of your account. You may not: (i) use a false name or an email address owned or controlled by another person; (ii) use as a user ID a name subject to any rights of a person other than yourself without appropriate authorization; or (iii) create more than one account per person. Infomatix reserves the right to refuse registration or cancel a user account. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user ID and password. Any user ID and password provided to you for your access to the Website and the Services shall be for your personal use only. You agree to (i) immediately notify Infomatix of any unauthorized use of your user ID or password, and (ii) ensure that you exit from your account at the end of each session.
    • Depending on the specific Services you wish to use, you may obtain a limited license to use the Services, free of charge, or you can purchase a commercial license to use the Services for a fee.
      • Free Services”: you can obtain a free Services account for a trial period of maximum sixty (60) days for your own personal use only. The free Services, including all or part of its functionalities, may be limited or terminated at any time, at Infomatix’s sole discretion. You hereby grant an irrevocable, perpetual, non-exclusive, royalty free right to Infomatix and any interested third party, to use, sublicense, reproduce, adapt, modify, translate, publish, perform, display, and distribute, worldwide any applications and materials, including but not limited to source code, created under this limited license by you, and you may not sell these applications and materials in exchange for money or other value.  Infomatix and any interested third party may use and disclose any source code created by you under this limited license.
      • Commercial Services”: As long as your payments for the Services are not past due, you will have access to all functionality of the Services, which access is personal and may not be assigned to third parties. You will fully own any applications created under this license, and you can commercialize these applications at your sole discretion. The source code created under this license, may not be disclosed by Infomatix or any third parties, without your prior written approval.
    • You agree that upon request of Infomatix, you will fully document and certify within thirty (30) days that your use of any and all Commercial Services is in conformity with all license requirements and you shall keep complete and accurate records in connection thereto. You will allow Infomatix to examine and audit any records regarding your use of the Services and other obligations towards Infomatix. You will permit Infomatix, or at its option a designated third party auditor, to inspect such records at reasonable times during normal business hours. In the event such audit discloses underpayment of any fees due to Infomatix, you shall immediately pay the remaining due amounts without any delay, as well as the costs and expenses related to such audit.
    • You agree that you shall not, nor will you enable and/or allow third parties – to: (i) copy, modify, translate, or reverse engineer any portion of the Website or the Services; (ii) remove any copyright, trademark or other proprietary rights notices on the Website or the Services, even after downloading content for your own use; (iii) use any robot, spider, other automated device, or manual process to monitor or copy the Website or parts thereof; (iv) collect any information about other users (including user names and/or email addresses); (v) reformat or frame any portion of the web pages that are part of the Website or the Services; (vi) create user accounts by automated means or under false or fraudulent pretenses; (vii) create or transmit unwanted electronic communications such as “spam” to other users, or otherwise interfere with other users’ enjoyment of the Website; (viii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (ix) use the Website to violate the security of any computer network, crack passwords or security encryption codes; (x) copy or store any content offered on the Website for other than your own use; (xi) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (xii) take any action that imposes, or may impose in Infomatix’ sole discretion, an unreasonable or disproportionately large load on IT infrastructure; (xiii) access (or attempt to access) any of the Services by an means other than through the interface that is provided by Infomatix; or (xiv) use the Website or the Services, intentionally or unintentionally, to violate any applicable local, state, national or international law. Infomatix may impose limits on certain features or services or restrict your access to parts or all of the Website or Services, without notice.

 

  1. Content and Advertisements
    • You understand that all third party information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Website and/or the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
    • You should be aware that Content presented to you on the Website or as part of the Services, including but not limited to advertisements and sponsored Content, may be protected by intellectual property rights which are owned by the sponsors or advertisers who provided the Content (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically authorized in writing by the owners of that Content.
    • Infomatix reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Information and Content on the Website and in the Services. For some of the Services, Infomatix may provide tools to filter out explicit sexual or other inappropriate content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.
    • You understand that by using the Website and/or the Services you may be exposed to Information or Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
    • You agree that you are solely responsible and liable, and that Infomatix has no responsibility or liability to you or to any third party, for any Content that you create, transmit or display while using the Website or the Services.
    • Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services, or other information.
    • The manner, mode and extent of advertising by Infomatix on the Website or in or through the Services are subject to change without specific notice to you.
    • Infomatix does not guarantee the accuracy, integrity or quality of any Content accessible on or via the Website, and under no circumstances will Infomatix be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of, or reliance on, any Content.

 

  1. Proprietary Rights
    • You acknowledge and agree that Infomatix (or its licensors) own all legal right, title and interest in and to the Website, Information, and the Services, including any intellectual property rights, whether or not registered, and wherever in the world those rights may exist. You further acknowledge that the Services may contain information which is designated confidential by Infomatix and that you shall not disclose such information without Infomatix’s prior written consent.
    • You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit any of the Information, software, content and/or materials available on the Website in whole or in part, or available via, or created by use of, the Services, except as expressly provided in these Terms or otherwise provided by Infomatix in writing. Unless agreed in writing by Infomatix, nothing in the Terms gives you a right to use any of Infomatix’s current or future trade names, trademarks, service marks, logos, domain names, etc.
    • In connection to the Commercial Services as set forth in Section 2.2.2. and provided that there are no past due payments, Infomatix acknowledges and agrees that it obtains no right, title or interest to any applications or other material created by you (or your licensors) utilizing the Commercial Services, or to any Content that you submit, post, transmit or display on, or through, the Website and/or the Services, including any intellectual property rights which subsist in such Content. You acknowledge and agree that you are solely responsible for protecting and enforcing any of your rights and that Infomatix has no obligation to do so on your behalf.

 

  1. Termination

You may terminate your agreement and close your account with Infomatix at any time by sending an email to [________]. Infomatix may terminate its relationship with you, or may terminate or suspend the accessibility to the Website and the Services at any time, including the use of any software, (i) if you breach these Terms and/or any other agreement with Infomatix; (ii) if Infomatix reasonably suspects that you are using the Website or the Services to breach the law or infringe third party rights; (iii) if Infomatix reasonably suspects that you are trying to unfairly exploit or misuse Infomatix’s policies; (iv) if Infomatix reasonably suspects that you are using the Website or Services fraudulently, or that Services provided to you are being used by a third party fraudulently; (v) for a force majeure event that continues for more than ten (10) days upon notice; (vi) if you fail to pay any amounts due to Infomatix; (vii) if required due to change in laws/regulation by a regulator or authority with a lawful mandate; (viii)  your bankruptcy has been applied for; (ix) an attachment is levied on your goods; (x) your business is liquidated or discontinued; and/or (xi) you violate any applicable law or regulation. Upon termination of your account, you will be denied access to the Website and the Services, including all of its data. In addition, Infomatix may terminate any agreement and access to your account, if the Services, or any part thereof, are no longer legally available in your jurisdiction, or are no longer commercially viable, at Infomatix’s sole discretion.  In case of termination or closing of your account under this Article 5, you must return to Infomatix, without keeping any copies, and/or delete, any and all Information in your possession, and Infomatix will have no obligation to return any fees or expenses paid by you.

 

  1. Warranty

The Website, Information and Services are provided on an “as is” basis. Use of the Website, Information, and Services is at your own risk. Infomatix expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Infomatix makes no representations or warranties: (i) that the Website, Information, and Services will be permitted in your jurisdiction; and (ii) that these will be uninterrupted or error-free.

 

  1. Liability, Limitation of Damages, and Indemnification
    • INFOMATIX DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE WEBSITE, INFORMATION, AND SERVICES. INFOMATIX, NOR ITS OFFICERS, EMPLOYEES, OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR (DATA) LOSS, ARISING FROM OR RELATING TO ALL SUCH.
    • YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL YOUR DATA AND ACTIVITIES CONDUCTED THROUGH THE WEBSITE OR THE SERVICES BY OR ON BEHALF OF YOU, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT YOUR PERMISSION.
    • IN NO EVENT SHALL INFOMATIX, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.
    • NOTWITHSTANDING ANYTHING ELSE AGREED IN WRITING WITH YOU, INFOMATIX’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INFOMATIX IN THE SIX (6) MONTH PERIOD, IMMEDIATELY PRECEEDING THE EVENT CAUSING THE DAMAGES.
    • THE LIMITATIONS ON INFOMATIX’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT INFOMATIX, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
    • YOU AGREE TO INDEMNIFY, DEFEND AND HOLD INFOMATIX, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICES BY YOU, OR YOUR BREACH OF THESE TERMS OR ANY OTHER AGREEMENT BETWEEN YOU AND INFOMATIX.
    • Notwithstanding any other provision herein or in the Agreement, Infomatix is never liable for: (i) any damage of whatever nature suffered by you due to the fact that the Website or the Service are temporarily unavailable, or temporarily unavailable in its proper or complete form;  (ii) any damage of whatever nature suffered by you in connection with you, Infomatix’s or third parties’ internet connections; (iii) damages resulting from data placed with Infomatix via the Service that has not been  stored, sent or received in a proper, complete or timely manner.
    • You acknowledge and accept that the fee for the Services has been determined with due observance of the liability limitation referred to in these Terms.
    • Liability on the part of the Infomatix with regard to attributable breaches of its obligations under these Terms or any other agreement with you will in all cases only exist if Infomatix has been given detailed written notice of the default, and this default not has been cured within two (2) weeks after receipt of such notice. The notice of default must contain an as complete and detailed description of the breach as possible, allowing the Infomatix to respond adequately.
    • Any right to compensation becomes void in any case if you have neglected to take measures to (I) limit the damage immediately after it occurs; or (II) prevent any other or additional damage; or (III) if you fail to notify Infomatix of the damage as soon as reasonably possible and provide it with all relevant information.

 

  1. Miscellaneous
    • If any provision of these Terms or any other agreement between you and Infomatix is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
    • You are not permitted to assign, delegate, subcontract, or otherwise transfer the Services, or any rights thereunder. Any such attempted assignment, delegation or transfer will be null and void. Infomatix is permitted at its sole discretion to assign any rights or obligations hereunder to any third party, without giving prior notice.
    • The failure to exercise, or delay in exercising, a right, power or remedy shall not constitute a waiver of that right, power or remedy. If Infomatix waives a breach of any provision of these Terms, this shall not operate as a waiver of a subsequent breach of that provision or as a waiver of a breach of any other provision.
    • These Terms and any agreement with you is for your sole benefit, and except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than you, any legal or equitable rights thereunder. You acknowledge and agree that each member of the Infomatix group of companies shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them.
    • You acknowledge that Infomatix shall suffer irreparable injury in case of breach of the obligations under Sections 2.4., 4.1. and 4.2. Accordingly, in the event of such breach, you acknowledge and agree that Infomatix will be entitled to injunctive relief in any state or federal court of competent jurisdiction within the State of New York. You further submit to the personal jurisdiction of such courts for the purposes of any such action.
    • All terms and conditions of these Terms, which are destined (whether expressed or not) to survive the duration or termination of this Agreement, shall so survive, which includes, but is not limited to articles 4 and 7.

 

  1. Applicable law and jurisdiction

Unless stated otherwise in writing, the Terms, Services and any and all agreements between you and Infomatix, shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes between you and Infomatix shall be finally and bindingly 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, 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. ANY CAUSE OF ACTION AGAINST INFOMATIX, 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.