Terms, Conditions & Software Use License
This agreement applies as between you, the User of this Website or Purchaser and Axon Engineering, the owner(s) of this Website. You agree to comply with and be bound by these Terms, Conditions, and Software License.
If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.
No part of this Website is intended to constitute a contractual offer capable of acceptance.
By using this site you are agreeing to adhere to the following terms.
A. Property of Licensor
You may obtain a copy of this software product either by downloading it from our server, DriverCentral.io servers, Control4 servers, Crestron servers, Google, Apple, Amazon, or Microsoft Stores, or other affiliate sites. The copyright, database rights and any other intellectual property rights in the programs and data which constitute this software product (‘the materials’) are and remain the property of the Licensor (‘the Licensor’). You are licensed to use them only if you accept all the terms and conditions below.
B. License Acceptance
By purchasing a license for this software you indicate acceptance of this license agreement and the limited warranty and limitation of liability set out in this agreement. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (‘corporate licensee’). In this agreement, ‘you’ includes both the reader and any corporate licensee.
C. License Rejection
If you do not agree with the license do not purchase the software or hardware.
LICENCE AGREEMENT AND LIMITED WARRANTY
1. Ownership of Materials
The Materials and related documentation are copyrighted works of authorship, and are protected under applicable international laws. The Licensor retains ownership of the Materials and all subsequent copies of the Materials, regardless of the form in which the copies may exist. This license is not a sale of the original Materials or any copies.
Provided that you have paid applicable fees, the Licensor grants to you a limited, non-exclusive license to:
2.1 use and copy the Materials for use on a single automation system owned, leased, sold and/or controlled by you or any member of your corporate group, which includes the Corporate Licensee, the Corporate Licensee’s majority-owned subsidiaries, any parent company having a majority-owned interest in the Corporate Licensee, and such parent’s majority-owned subsidiaries;
2.2 make copies of the Materials for back-up, archival or other security purposes.
3. License restrictions
You may not use, copy, modify or transfer the Materials (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, driver, module, or app, except as expressly provided for in this license. If you transfer possession of any copy of the Materials to another party except as provided above, your license is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Materials, except as expressly permitted by the law of this Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Materials.
4. No Transfer
The Materials are licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Materials, on a temporary or permanent basis, without the prior written consent of the Licensor.
You undertake to:
5.1 ensure that, prior to use of the Materials by your employees or agents, all such parties are notified of this license and the terms of this Agreement;
5.2 reproduce and include Axon Engineering copyright notice (or such other party’s copyright notice as specified on the Materials) on all and any copies of the Materials, including any partial copies of the Materials;
5.3 hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Materials confidential and not at any time, during this license or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.
6. Limited Warranty
6.1 The Licensor will also indemnify you for personal injury or death solely and directly caused by any defect in its products or the negligence of its employees.
6.2 The Licensor shall not be liable under the said warranty above if the Materials fail to operate in accordance with the said warranty as a result of any modification, variation or addition to the Materials not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Materials, including use of the Materials with equipment or other software which is incompatible.
7. No other Warranties
The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, either expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Materials. Should the Materials prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction. The Licensor does not warrant that the Materials will meet your requirements or that its operation will be uninterrupted or error free.
8. Limitation of Liability
The Licensor’s entire liability and your exclusive remedy shall be the re-download of the software package.
9. Exclusion of Liability
Except in respect of personal injury or death caused directly by the negligence of the Licensor, in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Materials, even if the Licensor has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation.
10. Your Rights
This license gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
The license is effective until terminated. You may terminate it at any time by destroying the Materials together with all copies in any form. It will also terminate upon conditions set out elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement or if you voluntarily return the Materials to us. You agree upon such termination to destroy the Materials together with all copies in any form.
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Materials were created. In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Materials or other information relating thereto to any country for which an export license or other approval is required, without first obtaining such license or other approval.
13.1 You agree that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Materials are installed in order to verify compliance with this software license.
13.2 Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for this license, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement and the place of performance of this Agreement shall be that country and that the laws of that country shall govern such controversy or claim.
13.3 This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
13.4 Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
13.5 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
13.6 This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without the Licensor’s prior written consent.
14. International Customers
If Goods or Software are being ordered from outside Axon Engineering’s country of residence, import duties and taxes may be incurred once the Goods or Software reach their destination. Axon Engineering is not responsible for these charges and we undertake to make no calculations or estimates in this regard.
If a Purchaser buying internationally, they are advised to contact their local customs authorities for further details on costs and procedures. The Purchaser of the Goods or Software will also be the importer of record and as such should ensure that the purchase is in full compliance with the laws of the country into which the Goods or Software are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and Axon Engineering gives no guarantee that the packaging of the Goods will be free of signs of tampering.
15. Intellectual Property
15.1 Subject to the exceptions in Clause 16 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Axon Engineering, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
15.2 Subject to Clause 17 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so.
16. Third Party Intellectual Property
16.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
16.2 Subject to Clause 17 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.
17. Fair Use of Intellectual Property
Material from the Website may be re-used without written permission where any of the exceptions detailed in the Digital Millennium Copyright Act apply.
18. Links to Other Websites
This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Axon Engineering or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
19. Use of Communications Facilities
19.1 When using the enquiry form, support site or any other System on the Website you should do so in accordance with the following rules:
19.1.1 obscene or vulgar language must not be used;
19.1.2 Content that is unlawful or otherwise objectionable must not be submitted. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
19.1.3 Content that is intended to promote or incite violence must not be submitted;
19.1.4 it is advised that submissions are made using the English language
19.1.5 the means by which Users identify themselves must not violate these Terms and Conditions or any applicable laws;
19.1.6 Users must not impersonate other people, particularly employees and representatives of Axon Engineering or our affiliates; and
19.1.7 our System must not be used for unauthorized mass-communication such as “spam” or “junk mail”.
19.2 You acknowledge that Axon Engineering reserves the right to monitor any and all communications made to us or using our System.
19.3 You acknowledge that Axon Engineering may retain copies of any and all communications made to us or using our System.
19.4 You acknowledge that any information you send to us through our System may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
20.1 In order to purchase Goods or Software on this Website and to use the registration form, Users are required to create an Account which will contain certain personal details and Payment Information which may vary based upon a User’s use of the Website as we may not require payment information until a purchase is to be made. By continuing to use this Website you represent and warrant that:
20.1.1 all information you submit is accurate and truthful;
20.1.2 if you are buying on behalf of your employers, you have the authority to submit Payment Information where any such authority is required; and
20.1.3 you will keep this information accurate and up-to-date.
Your creation of an Account is further affirmation of your representation and warranty.
20.2 It is recommended that you do not share your Account details, particularly your username and password. Axon Engineering accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
20.3 If you have reason to believe that your Account details have been obtained by another without consent, you should contact Axon Engineering immediately to suspend your Account and cancel any unauthorized purchases that may be pending. Please be aware that purchases can not be cancelled until they are sent. In the event that an unauthorized purchase is sent prior to your notifying us of the unauthorized nature of the purchase, Axon Engineering accepts no liability or responsibility and you should make contact with the Carrier detailed in the Purchase Information.
20.4 When choosing a username Users are required to adhere to the terms set out above in Clause 19. Any failure to do so could result in the suspension and/or deletion of your Account.
21. Termination and Cancellation
21.1 Either Axon Engineering or a User may terminate an Account. If Axon Engineering terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
21.2 If Axon Engineering terminates an Account, any current or pending purchases on your Account will be cancelled and will not be shipped.
21.3 Axon Engineering reserves the right to cancel purchases without stating reasons, for any reason prior to processing payment and shipping.
21.4 If purchases are cancelled for any reason prior to shipping Purchaser will be refunded any monies paid in relation to those purchases.
21.5 If a User terminates their Account any non-shipped purchases will be cancelled and a full refund of any monies paid in relation to those purchases will be paid through the payment method used when the Goods or Software were purchased.
22.1 Any and all invoices are due for payment on the date shown on the invoice, unless alternative arrangements have been agreed between the Purchaser and Axon Engineering.
22.2 Interest will be charged on a daily basis rest at 4% or as permitted by law.
23. Goods or Software, Pricing and Availability
23.1 While every effort has been made to ensure that all graphical representations and descriptions of Goods or Software available from Axon Engineering correspond to the actual Goods or Software, Axon Engineering is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods or Software, not different Goods or Software altogether. Please refer to Clause 26.1 for incorrect Goods or Software.
23.2 Where appropriate, you may be required to select the required size, model, color and number of the Goods or Software that you are purchasing.
23.3 Axon Engineering does not represent or warrant that such Goods will be available. Stock indications are not always provided on the Website.
23.4 Axon Engineering reserves the right to change prices and alter or remove any special offers from time to time and as necessary.
23.5 In the event that prices are changed during the period between an order being placed for Goods or Software and processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price;
24. Property, Risk and Account of Profits
24.1 Title in Goods will not pass to the Purchaser until the full purchase price for those Goods has been received by Axon Engineering. Title remains with Axon Engineering until payment is complete.
25.1 Axon Engineering will notify you by way of email when your Goods are shipped. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.
25.2 If Axon Engineering receives no communication from you, within 10 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.
26.1 Axon Engineering makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
26.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
26.3 No part of this Website is intended to constitute a contractual offer capable of acceptance.
26.4 While Axon Engineering uses reasonable efforts to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
27. Changes to the Service and these Terms and Conditions
Axon Engineering reserves the right to change the Website, its Content or these Terms and Conditions at any time. Users and Purchasers will be bound by any changes to the Terms and Conditions from the first time the Website is used by them following the changes. If Axon Engineering is required to make any changes to Terms and Conditions relating to sale of Goods or Software by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by Purchasers in the future.
28. Availability of the Website
28.1 The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
28.2 Axon Engineering accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
29. Limitation of Liability
29.1 To the maximum extent permitted by law, Axon Engineering accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk.
29.2 Nothing in these Terms and Conditions excludes or restricts Axon Engineering’ liability for death or personal injury resulting from any negligence or fraud on the part of Axon Engineering.
29.3 Nothing in these Terms and Conditions excludes or restricts Axon Engineering’ liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or Software or out of reliance on incorrect information included on the Website.
29.4 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
30. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
31. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
32.1 All notices / communications shall be given to us either by mail to our Premises (Axon Engineering, 707 Briarfield Rd., Rock Hill, SC 29730) or by email using the contact form on this website.
Such notice will be deemed received 3 days after posting if sent by first class mail, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
32.2 Axon Engineering may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from us.
33. Unsolicited Submissions
34. Governing Law and Jurisdiction and Venue
This Agreement is a contract which shall be construed for all purposes in accordance with the laws of South Carolina. The parties acknowledge and agree that York County, South Carolina shall have jurisdiction and venue over any disputes arising under this Agreement.