Terms of Use Agreement

Welcome to Paxonix.com! This site is owned by Paxonix, Inc. ("PAXONIX").

PAXONIX provides this Website for information purposes only, and subject to your compliance with this Terms of Use Agreement (the "Agreement"). Please read this Agreement carefully before using this Paxonix Website. Your use of this PAXONIX Website constitutes your acceptance to be bound by this Agreement without limitation, qualification or change. If at any time you determine that you do not accept all the terms and conditions of this Agreement, you must immediately discontinue use of this PAXONIX Website.

Certain products or services offered by this and/or other PAXONIX Websites, and certain areas within this and/or other PAXONIX Websites may be governed by additional terms of use and/or other agreements ("Additional Terms") presented in conjunction with those products or services. You must agree to these Additional Terms before using those areas. The Additional Terms and this Agreement shall apply equally. In the event of an irreconcilable inconsistency between the Additional Terms and this Agreement, the Additional Terms shall control.

YOU MAY NOT USE ANY PAXONIX WEB SITE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT AND/OR ANY APPLICABLE ADDITIONAL TERMS. YOUR ACCESS TO ANY PAXONIX WEB SITE MAY BE TERMINATED IMMEDIATELY IN PAXONIX'S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON.

Some parts of this Paxonix Website may contain regulated or restricted content, such as content intended for people who are at least 18 years old. Accessing the materials on this PAXONIX Website by certain persons may not be lawful, and PAXONIX makes no representation that materials on this PAXONIX Website are appropriate or available for use by such persons or in such locations. If you choose to access this PAXONIX Website, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws.

You are responsible for compliance with the laws of your local jurisdiction regarding the viewing, downloading or receipt by any electronic means of any content on a PAXONIX Website. By using and/or downloading or receiving any such materials from a PAXONIX Website, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or jurisdiction to which such use or downloading is prohibited or are not a person or entity to which such use or downloading is prohibited. Filtering software is commercially available which can be used to exclude content that is not acceptable to you. This software may prevent the display of all or portions of the PAXONIX website content.

User Undertakings

You agree and warrant that you will not:

Deliver any unsolicited advertisement, promotional materials, junk e-mail, bulk e-mail (also know as "spam"), chain letters, surveys or contests, or solicit participation in any pyramid schemes (unless it is on a page that explicitly states that such Postings are allowed on that page);
Deliver any unlawful (according to local, state, federal, or international law or regulation) Postings to or through the PAXONIX Website, or any Postings that advocate illegal activity;
Deliver any Postings, or provide links to Postings, containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortious, harassing, hateful or otherwise objectionable;
Deliver any Postings, or provide links to Postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability;
Deliver any Postings, or provide links to Postings, containing defamatory, false, or libelous material;
Deliver any Posting, to or through the PAXONIX Website, that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity;
Deliver any Posting to, or through the PAXONIX Website, that that you do not have a right to make available under law or contractual or fiduciary relationships;
Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive or defraud another;
Manipulate identifiers, including by forging headers, in order to disguise your identify or corporate affiliation;
Use this Website in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of the PAXONIX Website or other users' computer equipment, or cause damage, disruption or limit the functioning of any software, hardware or telecommunications equipment;
Attempt to gain unauthorized access to this PAXONIX Website, any related website, other accounts, computer systems or networks connected to this PAXONIX Website, through hacking, password mining or any other means;
Obtain or attempt to obtain any materials or information through any means not intentionally made available through this PAXONIX Website, including harvesting or otherwise collecting information about others such as e-mail addresses; or
Otherwise cause damage or exploit information for commercial purposes on or through the PAXONIX Website.

You are solely responsible and liable for any Postings delivered to the PAXONIX Website using your account. PAXONIX reserves the right to remove any Posting and limit or terminate access to you at any time, with or without notice from PAXONIX, for any reason. PAXONIX does not control and is not responsible for any notes, messages, billboard postings, ideas, suggestions, concepts or other material, or files ("Postings") delivered to a PAXONIX Website by you or other users. PAXONIX is not obligated to and does not regularly review, monitor, delete or edit Postings. However, PAXONIX reserves the right to do so at any time in its sole discretion, for any reason or no reason. These activities do not impose any responsibility or liability on PAXONIX for damages arising from Postings or from PAXONIX's alteration of Postings. PAXONIX is not responsible or liable for damages of any kind arising from any Postings even when PAXONIX is advised of the possibility of such damages.

The information and opinions expressed in Postings on this PAXONIX Website are not necessarily those of PAXONIX or its content providers, advertisers, sponsors, affiliated or related entities, and PAXONIX makes no representations or warranties regarding that information or those opinions. PAXONIX does not represent or guarantee the truthfulness, accuracy, or reliability of any Postings or determine whether the Postings violate the rights of others. You acknowledge that any reliance on material posted by other users will be at your own risk.

Unless otherwise provided, all Postings to the public areas of the PAXONIX Website automatically and immediately become the property of PAXONIX without any obligation of confidentiality. PAXONIX shall be entitled to use the material for any type of use forever including in any media whether now known or later devised. If any court determines that PAXONIX does not retain exclusive ownership of any Posting, then you hereby expressly grant to PAXONIX a royalty-free, perpetual, irrevocable right to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, sublicense or otherwise distribute and display the Posting for any reason, including for promotional and advertising purposes, alone or as a part of other works in any form, medium or technology now known or later developed, and you waive all moral rights in all such Postings.

Changes to this Agreement

PAXONIX reserves the right, in its sole discretion, to modify, alter, or otherwise change this Agreement and/or the Additional Terms at any time. PAXONIX will provide notice of such change on the PAXONIX Website. Please review the Terms of Use and/or Additional Terms periodically for changes. Your continued use of the PAXONIX Website constitutes your acceptance and agreement to be bound by these changes without limitation, qualification or change. If at any time you determine that you do not accept these changes, you must immediately discontinue use of this PAXONIX Website or the Paxonix Website to which the changes apply.

Privacy and Protection of Personal Information

PAXONIX has developed a Privacy Statement in order to inform you of its practices with respect to the collection, use, and disclosure of personal information. You can find this Statement by clicking here.

Accounts, Security, Passwords

If a particular area on this Website or a PAXONIX Website requires you to open an account or otherwise subscribe or register for use, you must complete the specified registration process by providing us with current, complete and accurate information as requested by the applicable registration form or other mandated subscription process. Opening an account or otherwise subscribing or registering to use such an area may be governed by Additional Terms. It is your responsibility to maintain the currency, completeness and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a user name. It is entirely your responsibility to maintain the confidentiality of your password and account information. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify PAXONIX immediately of any unauthorized use of your account. PAXONIX is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

Fees

Except where otherwise provided, access to and use of the public access areas of the PAXONIX Website is currently available without charge. PAXONIX reserves the right to charge a fee for access to or use of this PAXONIX Website or any other PAXONIX Website at any time in the future. Your access to or use of this PAXONIX Website before such time does not entitle you to use of this PAXONIX Website or any other Paxonix Website without charge in the future.

Use of Intellectual Property

The PAXONIX Website, and all of its contents, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, PAXONIX logos, titles, characters, names, graphics and button icons (collectively "Intellectual Property"), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is owned or controlled by PAXONIX or by other parties that have provided rights thereto to PAXONIX.

You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any Intellectual Property, information, software or products obtained from or through this PAXONIX Website, in whole or in part, without the express written permission of PAXONIX.

Other trademarks, service marks, product names, company names or logos, and intellectual property appearing on this PAXONIX Website that are not owned by PAXONIX may not be used without express permission from their owners. Additionally, unless otherwise expressly permitted, websites may not hyperlink to or frame this PAXONIX Website, or any web page or material herein, nor may any entity include a hyperlink to any aspect of the PAXONIX Website in an e-mail for commercial purposes, without the express written permission of PAXONIX.

You may inquire about obtaining permission by writing:

c/o Ron Kwiatkowski
Paxonix, Inc.
5 High Ridge Park
Stamford, CT 06905

Procedure for Making Claims of Copyright Infringement

PAXONIX respects the intellectual property rights of third parties and complies with the terms of the Digital Millennium Copyright Act (DMCA) regarding such rights. In accordance with the DMCA provisions regarding removal of access to infringing material, PAXONIX shall remove or disable access to infringing material.

Disclaimer of Warranties

YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE PAXONIX WEB SITE AND/OR ANY PAXONIX INTERNET SERVICE IS AT YOUR OWN RISK. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS PAXONIX WEB SITE, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PAXONIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. PAXONIX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS PAXONIX WEB SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS PAXONIX WEB SITE AND/OR ITS SERVER WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. PAXONIX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS PAXONIX WEB SITE FOR ANY PURPOSE, INCLUDING WITHOUT LIMITATION SOFTWARE, PRODUCTS, AND SERVICES, AND INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED THEIREIN.

Limitations on Liability

In no event shall PAXONIX, its subsidiaries, affiliates, distributors, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available this PAXONIX Website and its contents, be liable to any person or entity whatsoever for any direct, indirect, incidental, special, compensatory, consequential, or punitive damages or any damages whatsoever, including but not limited to: (i) loss of goodwill, profits, business interruption, data or other intangible losses; (ii) your inability to use, unauthorized use of, performance or non-performance of this PAXONIX Website; (iii) unauthorized access to or tampering with your personal information or transmissions; (iv) the provision or failure to provide any service; (v) errors or inaccuracies contained on this PAXONIX Website or any information, software, products, services, and related graphics obtained through the PAXONIX Website; (vi) any transactions entered into through this PAXONIX Website; (vii) any property damage including damage to your computer or computer system caused by viruses or other harmful components, during or on account of access to or use of this PAXONIX Website or any site to which it provides hyperlinks; or (viii) damages otherwise arising out of the use of the PAXONIX Website. The limitations of liability shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability or otherwise, even if PAXONIX has been advised of the possibility of damages.

Links

This PAXONIX Website may contain links to websites operated by third parties. PAXONIX does not monitor or control the linked sites and makes no representations regarding, and is not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of any of the content uploaded, displayed or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply PAXONIX's endorsement, sponsorship, or recommendation of the third party or of the content, products or services contained on, or available through, the site.

Software Available Through PAXONIX Website

Any software that Paxonix makes available to view and/or download in connection with this Website is owned or controlled by PAXONIX and/or its licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. PAXONIX accepts no responsibility or liability in connection with any Software owned, controlled or made available by third parties.

Third Party Merchants

This PAXONIX Website may permit you to order and receive products, information and services from businesses that are not owned or operated by PAXONIX. The purchase, payment, warranty, guarantee, delivery, maintenance and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. PAXONIX does not endorse, warrant or guarantee such products, information or services and is not liable for the accuracy, completeness or usefulness of such information, opinion or advice or the quality or availability of such products or services. PAXONIX will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products, services or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility.

Modification/Termination by PAXONIX

PAXONIX reserves the right, in its sole discretion, to modify, suspend, or terminate this PAXONIX Website and/or any portion thereof, including your account, password, or any portion thereof, at any time for any reason with or without notice to you. In the event of termination, you will still be bound by your obligations under this Agreement and any Additional Terms, including the warranties made by you, and by the disclaimers and limitations of liability. Additionally, PAXONIX shall not be liable to you or any third- party for any termination of your access to a PAXONIX Internet Service.

Indemnification

You agree to indemnify, defend, and hold harmless PAXONIX, its subsidiaries, agents, distributors and affiliates, and their officers, directors and employees from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, resulting from your breach of any provision of this Agreement, the Additional Terms, or any warranty you provide herein, or otherwise arising in any way out of your use of this PAXONIX Website. PAXONIX reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by you, in which event you will cooperate fully with PAXONIX in asserting any available defenses.

International Use/U.S. Export Controls

Accessing the materials on this PAXONIX Website by certain persons in certain countries may not be lawful, and PAXONIX makes no representation that materials on this PAXONIX Website are appropriate or available for use in locations outside the United States. If you choose to access this PAXONIX Website from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws. The United States controls the export of any software downloadable from this PAXONIX Website. No software or any other materials associated with this PAXONIX Website may be downloaded or otherwise exported or re-exported to countries or persons prohibited under export control laws, including but not limited to countries against which the United States has embargoed goods, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such materials. By using and/or downloading any such materials from a PAXONIX Website, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited.

General Information

This Agreement and the Additional Terms shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey, as it is applied to agreements entered into and to be performed entirely within such state, without regard to conflict of law principles. You agree that any cause of action you or PAXONIX brings to enforce this Agreement and/or the Additional Terms, or in connection with any matters related to this PAXONIX Website, and/or the Privacy Statement, shall be brought only in either the state or Federal courts located in Newark, New Jersey. You agree to submit to the personal jurisdiction of the courts of the State of New Jersey for any cause of action arising out of this Agreement. You agree to file any cause of action with respect to this Agreement and the Additional Terms within one year after the cause of action arises. You agree that a cause of action filed after this date is barred. If any provision of this Agreement, or the application thereof to any person or circumstances, is held invalid or for any reason unenforceable including, but not limited to, the warranty disclaimers and liability limitations, then such provision shall be deemed superseded by a valid, enforceable provision that matches, as closely as possible, the original provision, and the other provisions of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Unless expressly provided otherwise, this Agreement and any Additional Terms are the entire agreement between you and PAXONIX with respect to the use of this PAXONIX Website and shall not be modified except in writing, signed by an authorized representative of PAXONIX.

Contact

If you have questions concerning this Agreement or the Additional Terms, you may send them by e-mail to legal@paxonix.com. You must send any official correspondence via postal mail to:

Paxonix, Inc.
5 High Ridge Park
Stamford, CT 06905
Attention: Ron Kwiatkowski

Procedure for Making Claim of Copyright Infringement

PAXONIX shall remove or disable access to any material on a PAXONIX Website, including any PAXONIX Internet Service, for which its Designated Agent receives a notice of infringement pursuant to 17 U.S.C. ¤512(c) or 512(d). PAXONIX shall restore access to such material upon its Designated AgentÕs receipt of a counter-notice pursuant to 17 U.S.C. ¤512(g). These policies are in addition to and do not affect or modify any other rights PAXONIX may have under law or contract. If you believe that your work has been copied in a way that constitutes copyright infringement, you should send written notification thereof to our Designated Agent, Ron Kwiatkowski, who can be reached as follows:

By mail:

Ron Kwiatkowski
Designated Agent
c/o Legal Department
Paxonix Inc.
5 High Ridge Park
Stamford, CT 06905

By Telephone: 1-866 PAXONIX ext. 1050
By Facsimile: 973.541.9495
By Email: Ron.Kwiatkowski@paxonix.com

Pursuant to 17 U.S.C. ¤512(c), to be effective, the Notification must include the following:

The physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed;
A description of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site, and a description of the infringing activity;
Identification of the specific location on this PAXONIX Website where the material claimed to be infringing is located, described sufficiently to allow PAXONIX to find the material
Identification of the specific location where the original or an authorized copy of the copyrighted work exist
Information reasonably sufficient to permit PAXONIX to contact you, such as your name, address, telephone number, and if available, an electronic mail address;
A statement by you that you have a good faith belief that use of the material in the manner described in the Notification is not authorized by the copyright owner, its agent, or the law; and
A statement by you, under penalty of perjury, that the information in the Notification is accurate, that you are the copyright owner or are authorized to act on behalf of the owner of the copyright that is allegedly infringe.

This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process.

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