Terms & Conditions
Terms of service: Important – Read Carefully.
These Terms of Service for iMARKSYSTEMS LLC Inc. (this “Agreement”) is a legal agreement between you (either an individual or an entity that you are representing, hereinafter “you”) and iMARKSYSTEMS LLC Inc. and its suppliers and licensors (collectively “iMARKSYSTEMS LLC”) for the iMARKSYSTEMS LLC Services (“Services”). Your use of the Services constitutes your agreement to the terms of this Agreement and you acknowledge that iMARKSYSTEMS LLC would not agree to provide the Services without that assent. The Services include new products, product changes, upgrades, support and other services. You may only receive the Services if you are a Service subscriber in good standing with a valid, account with iMARKSYSTEMS LLC. You understand that you must obtain your own Internet connection in order to use the Services. We do not control your Internet access or the quality of your Internet connection.
1. Website & Services.
1.1 Content of Website
All Content included on or comprising the iMARKSYSTEMS LLC’s web site – including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (“Content”) is protected by copyright, trademark, patent, or other proprietary rights; these rights are valid and protected in all forms, media, and technologies existing now or developed in the future. All Content is copyrighted as a collective work under U.S. and international copyright laws. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, or transmit; participate in the transfer or sale, lease or rental of; or create derivative works from or in any way exploit any of the Content, in whole or in part. Logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by iMARKSYSTEMS LLC and may not be reproduced, copied, or manipulated in any manner without the express written approval of the trademark owner.
By using the iMARKSYSTEMS LLC’s web site, you agree that all information, materials, suggestions, ideas, or comments (including testimonials) you send to iMARKSYSTEMS LLC or any third party using the iMARKSYSTEMS LLC web site are non-confidential. By submitting solicited or unsolicited information using the iMARKSYSTEMS LLC web site, you grant iMARKSYSTEMS LLC an irrevocable and unrestricted license to use, modify, reproduce, transmit, display, and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever to the extent permitted by law.
1.2 Downloading of content from website
You may not download Content displayed on the iMARKSYSTEMS LLC web site for commercial or noncommercial use, You may provide links to the content of the iMARKSYSTEMS LLC website with a summary not exceeding 100 words.
1.3 Third-party links and content
The iMARKSYSTEMS LLC web site contains links to other sites operated by third parties, including but not limited to third-party sites that display the iMARKSYSTEMS LLC trademarks. These links are available for your convenience and are intended only to enable access to these third-party sites and for no other purpose.
iMARKSYSTEMS LLC does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, or any other representation about any third-party site or its Content. A link to a third-party site on the iMARKSYSTEMS LLC web site does not constitute sponsorship, endorsement, approval, or responsibility. iMARKSYSTEMS LLC makes no representation or warranty as to any products or services offered on any third-party site.
Conditions of use and privacy policies for third-party sites may differ substantially from the legal notices that apply to your use of the iMARKSYSTEMS LLC web site. Please review the conditions of use for all third-party sites for more information about the terms and conditions that apply to them.
1.4 Security of website
The iMARKSYSTEMS LLC website may only be used for lawful purposes. Activities including-but not limited to-tampering with the site, misrepresenting the identity of a user, using buying agents, or conducting fraudulent activities on the site are prohibited.
Users are prohibited from violating or attempting to violate iMARKSYSTEMS LLC web site security, including, without limitation, (a) accessing data not intended for such user; (b) using the web site for unintended purposes or trying to change the site’s behavior; (c) attempting to probe, scan, or test system or network vulnerability or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host, or network, including, without limitation, submitting a to the site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; or (g) forging communications on behalf of the web site (i.e., impersonating the iMARKSYSTEMS LLC web site) or to the web site (i.e., impersonating a legitimate user). Sending unsolicited and unauthorized eMail on behalf of iMARKSYSTEMS LLC, including promotions and/or advertising of products or services, is expressly prohibited. System or network security violations may result in civil or criminal liability.
You agree not to use any device, software, routine, or data to interfere or attempt to interfere with the proper working of the iMARKSYSTEMS LLC web site or any activity being conducted on this site. You agree, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the iMARKSYSTEMS LLC web site other than the search engine and search agents provided by iMARKSYSTEMS LLC or generally publicly available browsers.
1.5 Subscription Services
iMARKSYSTEMS LLC offers multiple subscription services, which entitles you to access our IT support agents 24/7 for the duration of the contract. On your purchase of service you are entitled to support for the number of devices for which support has been purchased, with each device you are entitled to support for two peripherals. Peripherals include printer, fax machine, digital camera, smart phones, wireless router, network switch, and gaming console. Unless otherwise communicated to you no additional peripherals would be supported in your contract. In this duration you are free to call our technicians any number of time for IT issues with your computers / peripherals included in the plan.
1.6 Incident Services
iMARKSYSTEMS LLC offers incident based services, which entitles you to access our IT support agents 24/7 for the number of incidents specified in the contract. An incident is calculated as an occurrence of defect that is reported by you. On your purchase of service you are entitled to support for any number of devices for which support has been purchased, with each device you are entitled to support for two peripherals. Peripherals include printer, fax machine, digital camera, smart phones, wireless router, network switch, and gaming console. Unless otherwise communicated to you no additional peripherals would be supported in your contract. In this duration you are free to call our technicians any number of time for IT issues with your computers / peripherals included in the plan.
1.7 Mode of Support
Support for your IT issues would be provided through online remote sessions conducted by our IT support associates. They will seek your consent for establishing the connection and taking control of your machines. You agree that the remote session may be monitored or recorded during the session. iMARKSYSTEMS LLC is not responsible for any data loss during the session which may arise due to malfunctioning of your computer, peripherals or the network. In case your computer is not able to connect to internet or our support center we would be providing you with instructions on fixing your computer orally. You agree that you would follow the instructions provided by our IT support associates and work with the associate till he is able to establish a network connectivity. At no time we would provide a in house visit to rectify or repair your computer.
1.8 Software Covered
Only popular software that are used by a user in daily work is covered under the IT support service, this includes specific Windows Operating Systems manufactured by Microsoft such as Microsoft Windows 7, Microsoft Windows Vista, Microsoft Windows XP, Microsoft Windows 2000, various versions of Microsoft Office such as 2016, 2007, 2003, XP, 2000, Microsoft Word, Microsoft Outlook, Microsoft Excel, Microsoft Power Point is covered. Some e-mail clients including Microsoft Outlook Express, Microsoft Live Mail, Eudora, Thunderbird are covered under this agreement. Some Anti- programs such as McAfee, Norton Ant- , Kapersky and AVG are covered. Web browsing Internet Explorer, Mozilla and Chrome are covered under the agreement All other software is covered under best effort basis unless confirmed to you separately. We provide no warranties for any software and same shall be covered by their respective manufacturers and you agree to comply with their EULA.
1.9 Hardware and Peripherals
You agree that no hardware issues with your computer, device or peripherals is covered under this agreement. If any hardware issue is reported it would be your responsibility to get the same rectified at your expense. iMARKSYSTEMS LLC does not provide any express or other warranties for any hardware issues in your computer or peripherals.
1.10 & Data Loss
You agree to indemnify iMARKSYSTEMS LLC for any data loss arising due to presence of or unwanted program in your computer. iMARKSYSTEMS LLC IT associate would make all efforts to adware and other malafide applications from your computer. However the data loss, theft caused by such software is outside the purview of this agreement and iMARKSYSTEMS LLC would not be responsible for any such occurrences. In case your machine has been corrupted because of malfunctioning of operating system, software applications and or any other reason and needs to be formatted, you agree to indemnify iMARKSYSTEMS LLC against any data loss that may occur in their period. Taking data backup of the machine would be your sole responsibility. iMARKSYSTEMS LLC would not be responsible for any data loss that may occur during such an operation.
1.11 Resolution Time
You agree that the subscription service that you purchase promises to solve your IT issues within the stipulated time. However some of the issues maybe because of manufacturing defects in your hardware and or software and or your network service provider which prevents speedy resolution of your problem. This may cause delays in resolutions and permanent solution may not be possible for a very long period. iMARKSYSTEMS LLC would make every effort to contact respective manufacturer to seek resolution to pending issues, however the time frame for resolution of these issues is not defined. iMARKSYSTEMS LLC cannot be held responsible if your IT issue is deemed to occur due to manufacturing defects in your hardware and or software or network service provider.
1.12 Notices from iMARKSYSTEMS LLC.
iMARKSYSTEMS LLC may provide you notice under this Agreement either by written document, email, voice mail or by publishing the information on the iMARKSYSTEMS LLC website.
2. Cancellation and refund of Services.
You may cancel the Services at any time by providing iMARKSYSTEMS LLC with a notice of your intent to cancel your services by sending a mail to firstname.lastname@example.org. You acknowledge that the cancellation will be effective from the beginning of the next month after you provide notification to iMARKSYSTEMS LLC via the e-mail. iMARKSYSTEMS LLC will provide you with email confirmation of both your request to cancel Services and the actual cancellation of Services. If you do not receive a confirmation of your request to cancel after sending an email or if you do not receive a confirmation of Service cancellation, you must notify iMARKSYSTEMS LLC by sending an email to email@example.com contacting iMARKSYSTEMS LLC Customer Care by telephone.
2.1 90 days Money Back Guarantee:
You are entitled to receive 100% of your money back in case we are unable to solve even one your computer / peripherals related issues to your satisfaction, or not solved within the time frame promised to you. You must apply for this refund within 90 days of purchase of your plan. In order to avail the Money Back Guarantee, you are required to send a mail to firstname.lastname@example.org your name, details of the plan and the reason for seeking a refund. We would revert to you within 3 working days on details of your refund.
You will receive refund or partial refund or any credits for any charges already billed to your account in proportion to the amount of time left in your subscription period. The time left in your account would be calculated to the nearest month left in your service period. For example if you have a 1 month subscription and you chose to cancel the subscription in the third month of service you would receive a refund for the nine months left in your service. A minimum of $49 would be deducted from each PC from each PC per month of subscription at the time of cancellation. So, if your subscription is for 2 months, the minimum deduction would be $98. There would be no refunds in case of incident based support if at least one of your issues has been successfully resolved.
In case you have used our service and still file a chargeback, your account would become ineligible to receive a refund from us.
In case you have used our service and still file a chargeback, your account would become ineligible to receive a refund from us.
In case you have file a chargeback without asking us for a refund, your account would become ineligible to receive a refund from us.
3. iMARKSYSTEMS LLC’s Right to Terminate or Modify Services.
iMARKSYSTEMS LLC may modify the terms of this Agreement or the Services, including but not limited to the price, content or nature of the Services, upon notice to you. Your continued use of the Services constitutes your agreement to those modified terms of this Agreement and you acknowledge that iMARKSYSTEMS LLC would not agree to provide the Services without that assent. In the event iMARKSYSTEMS LLC modifies the Agreement or the Services, you may terminate the Services as provided in Section 2, above. iMARKSYSTEMS LLC may terminate this Agreement and any Services at any time upon notice to you, provided that you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at iMARKSYSTEMS LLC`s sole discretion. This Agreement will automatically terminate if you fail to comply with any term. No notice shall be required from iMARKSYSTEMS LLC to effect such termination. Upon any termination of this Agreement (whether by you or iMARKSYSTEMS LLC), you shall immediately discontinue use of the Services.
4. Service Use Restrictions.
4.1 Compliance with Laws.
You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and restrictions. iMARKSYSTEMS LLC may provide you with guidelines regarding compliance with applicable regulation(s); however, you are solely responsible for ensuring that your use of the Services is in compliance with such regulations. You may only use the Services for your own use.
4.2 Fair Use.
You agree that you will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Services. You agree and represent that you are purchasing the Services and/or the equipment for your own internal use only, and shall not resell, transfer or make a charge for the Services or the equipment without the advance express written permission of iMARKSYSTEMS LLC. You agree that you shall use the service for only the number of devices earmarked for service under this agreement.
5. Personal Information and Privacy.
6. E-Mail Notification.
To let you know what new Services are available from time to time, iMARKSYSTEMS LLC may send you and your employees emails describing the latest Services, how to access the Services and changes to the Services. You agree that as a Service subscriber, iMARKSYSTEMS LLC may send you such emails to the addresses you provide. Because these emails are necessary for you to receive the Services, you will receive these emails even if you have opted out of receiving other email from iMARKSYSTEMS LLC. If you do not want to receive these emails, you may cancel the Service at any time as provided in this Agreement.
7. Disclaimer of Warranty & Limitation of Liability.
THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iMARKSYSTEMS LLC FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL iMARKSYSTEMS LLC OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF iMARKSYSTEMS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH iMARKSYSTEMS LLC RELATED TO THIS AGREEMENT OR THE SERVICES/CONTENT SHALL BE CANCELLATION OF THE SERVICES. IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES SHALL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT YOU PAID TO iMARKSYSTEMS LLC. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. iMARKSYSTEMS LLC DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH iMARKSYSTEMS LLC. THIS SERVICE DOES NOT INCLUDE ANY WARRANTIES IMPLIED OR EXPRESS FOR ANY DEVICE THAT IS UNDER COVERED UNDER THE IT SUPPORT SUBSCRIPTION SERVICES PROVIDED BY iMARKSYSTEMS LLC.
You agree to hold harmless, indemnify and defend iMARKSYSTEMS LLC, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claim that you have violated any term of this Agreement, including, without limitation, the requirements set forth in Section 4.1 of this Agreement.
9. No Assignments.
This Agreement is personal to you (or the company which you represent), and may not be assigned without iMARKSYSTEMS LLC`s express written consent. If you are agreeing on behalf of a company, you represent that you are authorized to bind the company under this Agreement.
10. Other Important Provisions.
10.1 Dispute Resolution.
Purpose: If you have a Dispute (as defined below) with iMARKSYSTEMS LLC that cannot be resolved through an informal dispute resolution with iMARKSYSTEMS LLC, you or iMARKSYSTEMS LLC may elect to arbitrate that Dispute in accordance with the terms of this Dispute Resolution provision rather than litigate the Dispute in court. Arbitration means you will have a fair hearing before a neutral arbitrator instead of in a court by a judge or jury.
Definitions: The term “Dispute” means any dispute, claim, or controversy between you and iMARKSYSTEMS LLC regarding any aspect of your relationship with iMARKSYSTEMS LLC, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Dispute Resolution provision (with the exception of the enforceability of the class action waiver clause provided in this paragraph). “Dispute” is to be given the broadest possible meaning that will be enforced. As used in this Dispute Resolution provision, “iMARKSYSTEMS LLC” means iMARKSYSTEMS LLC Inc., and its parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents.
Initiation of Arbitration Proceeding/Selection of Arbitrator: If you or iMARKSYSTEMS LLC elect to resolve your Dispute through arbitration pursuant to this Dispute Resolution provision, the party initiating the arbitration proceeding may initiate the arbitration proceeding with American Arbitration Association (“AAA”).
Arbitration Procedures: Because the Service(s) provided to you by iMARKSYSTEMS LLC concerns interstate commerce, the Federal Arbitration Act (“FAA”), not state arbitration law, shall govern the arbitrability of all Disputes. However, applicable federal law or the law of the state where you receive the service from iMARKSYSTEMS LLC may apply to and govern the substance of any Disputes. Any state statutes pertaining to arbitration shall not be applicable under this Dispute Resolution provision.
If there is a conflict between this Dispute Resolution provision and the rules of the arbitration organization chosen, this Dispute Resolution provision shall govern. If the arbitration organization that you select will not enforce this Dispute Resolution provision as written, it cannot serve as the arbitration organization to resolve your dispute with iMARKSYSTEMS LLC. If this situation arises, the parties shall agree on a substitute arbitration organization. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will enforce this Dispute Resolution provision as written. If there is a conflict between this Dispute Resolution provision and the rest of this Agreement, this Dispute Resolution provision shall govern.
A single arbitrator will resolve the Dispute. You should know that participating in arbitration may result in limited discovery depending on the rules of the arbitration organization that is chosen to resolve the Dispute. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.
The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the parties for purposes of enforcement.
If an award granted by the arbitrator exceeds $75,000, either party can appeal that award to a three-arbitrator panel administered by the same arbitration organization by a written notice of appeal filed within thirty (30) days from the date of entry of the written arbitration award. The members of the three-arbitrator panel will be selected according to the rules of the arbitration organization. The arbitration organization will then notify the other party that the award has been appealed. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which exists under the FAA.
Restrictions: YOU MUST CONTACT US WITHIN THREE (3) MONTHS OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.
ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS SIMILARLY SITUATED UNLESS THE STATUTE UNDER WHICH YOU ARE SUING PROVIDES OTHERWISE.
ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES ARISING FROM OR OUT OF ANY DISPUTE WITH iMARKSYSTEMS LLC UNLESS THE STATUTE UNDER WHICH THEY ARE SUING PROVIDES OTHERWISE.
Location of Arbitration: The arbitration will take place in the City of New York, State of New York.
Payment of Arbitration Fees and Costs. THE PARTY INITIATING THE ARBITRATION WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR’S COSTS AND EXPENSES. EACH PARTY IS RESPONSIBLE FOR ALL ADDITIONAL COSTS SUCH PARTY INCURS IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN FAVOR OF THE PARTY INITIATING THE ARBITRATION, THE OTHER PARTY SHALL REIMBURSE THE FEES AND COSTS ADVANCED ONLY UP TO THE EXTENT AWARDABLE IN A JUDICIAL PROCEEDING. IF THE ARBITRATION PROCEEDING IS NOT DETERMINED IN FAVOR OF THE PARTY INITIATING THE ARBITRATION, THE OTHER PARTY SHALL NOT BE REQUIRED TO REIMBURSE THE OTHER FOR ANY OF THE FEES AND COSTS ADVANCED BY iMARKSYSTEMS LLC. IF A PARTY ELECTS TO APPEAL AN AWARD TO A THREE-ARBITRATOR PANEL, THE PREVAILING PARTY IN THE APPEAL SHALL BE ENTITLED TO RECOVER ALL REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THAT APPEAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION PROVISION, iMARKSYSTEMS LLC WILL PAY ALL FEES AND COSTS THAT IT IS REQUIRED BY LAW TO PAY.
Severability: If any clause within this Dispute Resolution provision (other than the class action waiver clause identified above) is found to be illegal or unenforceable, that clause will be severed from this Dispute Resolution provision, and the remainder of this Dispute Resolution provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Dispute Resolution provision will be unenforceable, and the dispute will be decided by a court.
In the event this entire Dispute Resolution provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Dispute Resolution provision, you and iMARKSYSTEMS LLC have each agreed to waive, to the fullest extent allowed by law, any trial by jury.
Exclusions from Arbitration: YOU AND iMARKSYSTEMS LLC AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (2) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF A SERVICE.
Continuation: This Dispute Resolution provision shall survive the termination of your customer relationship with iMARKSYSTEMS LLC. SPECIAL NOTE REGARDING ARBITRATION FOR CALIFORNIA AND/OR WASHINGTON STATE CUSTOMERS:
10.2 Complete Agreement.
This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by iMARKSYSTEMS LLC or not. The acceptance of any purchase order is expressly made conditional on your consent to the terms set forth herein and any additional terms in your purchase order or similar document shall be null and void. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of iMARKSYSTEMS LLC. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. iMARKSYSTEMS LLC is not liable for editorial, pictorial, or typographical errors in this communication.
11 Service Outage.
11.1 Power Failure or Disruption.
You acknowledge and understand that the does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and will not function until power is restored.
11.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by iMARKSYSTEMS LLC.
You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by iMARKSYSTEMS LLC will prevent ALL Service.
11.3 Other Service Outages.
You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.
11.4 Force Majeure.
iMARKSYSTEMS LLC is not responsible or liable to you for its failure to perform any of its obligations contributed to by causes or circumstances beyond its reasonable control including, without limitation, Internet outages, communications and cable outages, failure of third party services or products that interface or interact with the Services, labor strikes, lockouts, supply shortages, earthquake, fire, flood, war, act of God, criminal acts (e.g. computer hacking that circumvents reasonable security measures), bankruptcy of merchants or licensees, or any acts of governmental bodies or authorities.
12. Consent to use of Electronic Signatures and Records.
As a convenience and courtesy to you, iMARKSYSTEMS LLC provides access to its Services online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on a iMARKSYSTEMS LLC website:
12.1. You agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
12.2. You have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, and any policies and any amendments hereto or thereto;
12.3. You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;
12.4. You are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and,
12.5. You agree to receive electronically information about the Services and other electronic records into which you thereby enter including, without limitation, this Agreement.
13. VENUE/GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts-of-laws principles. By using the Services, you hereby agree that the exclusive jurisdiction for any and all disputes regarding these Terms shall lie in the federal, state, and local courts of New York, New York.