Boero USA Inc.
Last Updated January 15, 2019
- Acceptance of Terms.
- Boero may change this Agreement from time to time by providing thirty (30) days prior notice by posting a notice on the Site. You can review the most current version of this Agreement at any time at https://www.boerousa.com. The revised terms and conditions will become effective thirty (30) days after we post notice of such changes, and if you use the Site after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to you, your only remedy is stop using the Site and send a cancellation email to email@example.com.
- Description of Service. The “Service” includes (a) the Site, (b) the manufacturing, marketing, distribution and sale of Boero’s high quality industrial paintand (c) all software, data, reports, text, images, sounds, video, and content which may be made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this Agreement.
3 General Conditions/ Access and Use of the Service.
3.1 Subject to the terms and conditions of thisAgreement, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Boero. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Boero provides you or publishes in connection with the Service, and you shall promptly notify Boero if you learn of a security breach related to the Service.
3.2 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You agree to cooperate with and provide reasonable assistance to Boero in promoting and advertising the Services.
3.3 You acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Boero will have no liability to you for any unauthorized access to or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Boero’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.5 The failure of Boero to exercise or enforce any right or provision of this Agreementshall not be a waiver of that right. You acknowledge that this Agreementis a contract between you and Boero, even though it is electronic and is not physically signed by you and Boero, and it governs your use of the Site.
3.6 Boero reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Boero customers. To decline Boero this right you need to email firstname.lastname@example.org that you do not wish to be used as a reference.
3.7 Subject to the terms hereof, Boero may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
4 Representations and Warranties. You represent and warrant to Boero that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Boero to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Boero’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
5 Termination. In addition to any other remedies we may have, Boero may also terminate this Agreementupon thirty (30) days’ notice, if you breach any of the terms or conditions of this Agreement. Boero reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Boero upon any termination of your account in its sole discretion.
6 Disclaimer of warranties. The service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and boero expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that boero does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the services, and no information, advice or services obtained by you from boero or through the service shall create any warranty not expressly stated in this agreement.
7 Limitation of liability.
7.1 Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall boero, its subsidiaries and/or their respective officers, directos, employees and/or agents (collectively, the “boero parties”) be liable to you or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data, or (b) for any direct damages, costs, losses or liabilities in excess of the fees actually paid by you for the products giving rise to your claim or, if no fees apply, one hundred ($100) u.s. dollars. The provisions of this section allocate the risks under this agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this agreement.
7.2 If you are from new jersey, section 7.1 is intended to be only as broad as is permitted under the laws of the state of new jersey. If any portion of this section is held to be invalid under the laws of the state of new jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, the liability of the boero parties will be limited to the greatest extent permitted by law.
8 Indemnification. You shall defend, indemnify, and hold harmless the Boero Parties from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of the Service. Boero shall provide notice to you of any such claim, suit or demand. Boero reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Boero’s defense of such matter.
9 Assignment. You may not assign this Agreementwithout the prior written consent of Boero, but Boero may assign or transfer this Agreement, in whole or in part, without restriction.
10 Miscellaneous. If any provision of this Agreementis found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreementwill otherwise remain in full force and effect and enforceable. Both parties agree that this Agreementis the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreementand you do not have any authority of any kind to bind Boero in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreementwill be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
11 Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by Boero in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.