1. Acceptance of Terms of ServiceBy registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. EligibilityYou represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
3. RegistrationThe Services may now or in the future enable you to register for an account on the Site (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
4. ContentNotices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, nonexclusive, non-sublicensable and nontransferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to edit or modify any Content in our sole discretion at any time, without notice or remove or block any Content from the Services.
5. Rules of ContentAs a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services that: infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; you know is false, misleading, untruthful or inaccurate; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; impersonates any person or entity, including any of our employees or representatives; or includes anyone’s identification documents or sensitive financial information. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
6. Third Party ServiceThe Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
7. Payments and BillingPaid Services. Purchases of Paravel’s products and services are subject to our Terms and Conditions of Sale, available at Terms of Sale and any other payment terms that may be presented to you at the time you purchase products or services offered by Paravel from time to time, each of which are deemed part of this Agreement. Billing. We use a third-party payment processor (our “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for purchases. Processing of payments will be subject to the terms, conditions and privacy policies of our Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By ordering Paravel products and services, you agree to pay us, through our Payment Processor, all charges at the prices then in effect, in accordance with the applicable payment terms, and you authorize us, through our Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. Payment Method. We use a third-party payment processor (our “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for purchases. Processing of payments will be subject to the terms, conditions and privacy policies of our Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By ordering Paravel products and services, you agree to pay us, through our Payment Processor, all charges at the prices then in effect, in accordance with the applicable payment terms, and you authorize us, through our Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILING [email protected] Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge. Any agreement you have with your payment provider will govern your use of your Payment Method. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [email protected]
8. TerminationWe may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site. All provisions of these Terms of Service which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9, Warranty DisclaimerWe have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding which users gain access to the Services; what Content you access via the Services; or how you may interpret or use Content. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING OUR PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS.
10. IndemnificationYou shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your violation of these Terms of Service or infringement by you or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
11. Limitation of LiabilityIN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID BY YOU TO US DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
12. ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR OUR OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 12, you must notify us in writing within 30 days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law). Your written notification must be mailed to us at the following address: Paravel Inc., C/O Grand Central Tech, 335 Madison Ave., 3rd Floor, New York, NY 10017. If you do not notify us in accordance with this Section 12(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Service, including such provisions in any Terms of Service revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with us through arbitration. If we make any changes to the Arbitration and Class Action Waiver section of these Terms of Service (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this Section 12(b). This notification affects these Terms of Service only; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Service shall not affect the other arbitration agreements between you and us. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
13. Governing Law and Jurisdiction.These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. Subject to Section 12, you agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
14. Modification.We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
15. MiscellaneousEntire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to: [email protected] No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Contact. You may contact us at the following address: Paravel Inc. C/O Grand Central Tech 335 Madison Ave., 3rd Floor New York, NY 10017 Effective Date of Terms of Service: November 2016
Standard Terms & Conditions of SaleEffective November 2016
1. Acceptance.These Standard Terms and Conditions of Sale, together with a Paravel Inc. (“Paravel”) order confirmation or invoice (“Ordering Document”) (“Agreement”), constitutes the entire agreement and understanding of Paravel and you (“Customer”) with respect to the purchase and sale of Paravel’s products (“Products”). If any purchase order or other document submitted by Customer contains provisions inconsistent with or in addition to the provisions hereof, such provisions are deemed rejected and this Agreement shall prevail. Customer’s acceptance of delivery of or payment for any Products shall constitute Customer’s acceptance of all terms in this Agreement. Subject to this Agreement, Customer hereby orders and agrees to purchase from Paravel, and Paravel will use commercially reasonable efforts to sell to Customer, the Products in the quantities specified on the applicable Ordering Document. Product orders are non-cancellable unless otherwise specified on the applicable Ordering Document but may be eligible for return in accordance with Section 10.
2. Terms of Payment.Unless otherwise stated on the applicable Ordering Document, Customer shall pay all amounts due in U.S. dollars, at the time of purchase or within 30 days after the date of the applicable Ordering Document. Overdue amounts shall bear interest in an amount equal to the lesser of (a) 1.5% per month (18% per annum) and (b) the highest interest rate permitted by law. Customer shall not withhold or set off from any amounts due to Paravel, any amounts claimed to be owed by Paravel to Customer for any reason whatsoever. Additional terms and conditions of payment may be presented to Customer at the time of purchase by Paravel’s third party payment processor and are hereby incorporated into this Agreement.
3. Prices.Unless otherwise expressly indicated in writing by Paravel (a) prices for all Products are as noted on Paravel’s price list as in effect on date of shipment; (b) volume based or other special discounts, when quoted by Paravel, will be valid for a maximum period of 30 days; (c) prices are based on quantity indicated; and (d) Customer shall pay, and be exclusively liable for, all costs of shipping, delivery, insurance and the like after Paravel has effected delivery of the Products to the carrier.
4. Taxes.Prices do not include any tax, value added tax or other governmental charge or assessment on the sale, shipment, production or use of any Products sold to Customer hereunder. If taxes are in the form of withholding, Customer shall pay to Paravel an amount equal to the invoice price grossed up for such withholding.
5. ShipmentDelivery of all Products is F.O.B. Paravel’s designated facility. Paravel shall make reasonable efforts to effect shipment on or before the scheduled shipping date(s) reflected on the applicable Ordering Document, but shipping dates are not guaranteed. If no shipping date is specified, shipment will be made on date(s) selected by Paravel. Paravel shall not be liable for any damages or penalties for delivery delay or for failure to give notice of delay. Delivery may be made in advance of any scheduled delivery date upon reasonable prior notice to Customer. All items will be packed for shipment and shipped in accordance with Paravel’s standard practices. Customer is responsible for promptly notifying Paravel of any changes to Customer’s shipping address information.
6. Risk of Loss.All risk of loss of or damage to Products shall be assumed by Customer upon Paravel's delivery of such Products to the carrier for shipment to Customer. Any and all claims by Customer for damage, loss or delays in transit shall be made by Customer against the carrier (with notice thereof to Paravel), and Paravel shall have no responsibility or obligation with respect to any such damage, loss or delay.
7. Inspection by CustomerCustomer must carefully inspect all deliveries of Products and report promptly to Paravel (but in any event within 5 calendar days after receipt) any alleged error, shortage, defect or nonconformity of Products. Any failure by Customer to inspect and report as provided herein shall constitute a waiver by Customer of any claim or right of Customer against Paravel arising with respect to any such error, shortage, defect or nonconformity which was reasonably discoverable by such an inspection.
8. Warranty DisclaimerALL PRODUCTS ARE PROVIDED “AS IS, AS AVAILABLE”. PARAVEL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NO REPRESENTATIVE OF PARAVEL IS AUTHORIZED MAKE ANY REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THIS AGREEMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF PARAVEL.
9. Limitation on Paravel's Liability.Customer acknowledges that no guarantees or assurances have been made as to the use of the Products. Customer acknowledges that Customer has not relied on, and waives any claim relating to, any recommendation or instruction given to Customer by Paravel or its representatives regarding the design, functionality or use of the Products. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARAVEL OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO CUSTOMER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS, IN AN AMOUNT IN EXCESS OF, AND PARAVEL’S AND SUCH PARTIES’ LIABILITY SHALL BE STRICTLY LIMITED TO, AMOUNTS ACTUALLY RECEIVED FROM CUSTOMER FOR THE PRODUCTS THAT GIVE RISE TO PARAVEL’S LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARAVEL OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR THEIR SALE OR USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO PROPERTY, INJURY TO PERSONS, LOSS OF USE, PROFITS, OR DELAYS OR INCONVENIENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Returns.In Paravel’s sole discretion, refunds or credits may be granted with respect to Products returned new and unused within 21 days of delivery.
11.1 Notices.All communications under this Agreement shall be in writing in English and sent by first class U.S. mail or by confirmed email, and shall be deemed to have been duly given upon receipt if sent to the address or email set forth in the applicable Ordering Document or such other address or email as either party may specify by written notice.
11.2 Severability.If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
11.3 Waiver.The waiver by Paravel of a breach or a default of any provision of this Agreement by Customer shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of Paravel to exercise or avail itself of any right, power or privilege hereunder, operate as a waiver of any right, power or privilege by Paravel.
11.4 Governing Law.This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of New York, USA without taking into account its principles on conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 11.5 below, exclusive jurisdiction and venue for any dispute arising under this Agreement is in the federal and state courts located in New York City, New York, USA., and both parties hereby consent to and waive any objections they may have to such jurisdiction and venue.
11.5 ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12 OF THE PARAVEL TERMS OF SERVICE [wwww.tourparavel.com/terms-of-service]. , CUSTOMER AGREES THAT DISPUTES BETWEEN CUSTOMER AND PARAVEL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. SUCH DISPUTES BETWEEN CUSTOMER AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WILL BE GOVERNED BY THE TERMS IN SECTION 12 OF THE PARAVEL TERMS OF SERVICE [wwww.tourparavel.com/terms-of-service], WHICH ARE INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE.
11.6 Export Control.Customer shall comply, at its expense, with all export laws and restrictions and regulations of the United States or foreign agency or authority, and not export, or allow the export or re-export of any Product in violation of any such restrictions, laws or regulations. Customer shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export of Products.
11.7 Relationship of the Parties.Nothing herein shall be deemed to constitute either party as agent or representative of the other or both parties as joint venturers or partners for any purpose.
11.8 Entire Agreement: Amendment.This Agreement (a) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all understandings and agreements, whether written or oral, as to such subject matter; (b) may be amended or modified only by a writing making reference to this Agreement and the clause to be modified that is duly executed by each party; (c) may not be assigned by Customer without the written consent of Paravel; and (d) shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties.
11.9 Force Majeure.In no event shall Paravel have any liability to Customer for any delayed performance or nonperformance by Paravel resulting, in whole or in part, directly or indirectly, from any cause beyond Paravel’s reasonable control.