We may change these Terms at any time. Notice of such changes will be posted on the Website or will otherwise be provided to you. All such changes are effective immediately upon notice. Your use of the Website following such notice constitutes your continuing agreement to be bound by the Terms as amended.
3 Web pages
3.1 Torqeedo makes every effort to ensure that its Website is maintained with the utmost care. All the data and information included on our Website together with the associated services have been researched and checked by Torqeedo and third parties with great care. However, neither Torqeedo nor any third party can provide any explicit or implicit guarantee for the information published on this Website being accurate, complete and up-to-date. It may be subject to delays and contain misspellings or errors.
3.2 The prices and availability of products on this Website may change without notice to you at any time. Prices remain valid while they are listed and offered on this Website. The price of the items ordered will be the price posted on the Website as of the date and time of the order. Item availability may be limited and items may not be available for immediate delivery.
3.3 Torqeedo reserves the right to change the Content (as defined below) and structure of the Website and services at any time. This may include the products available on this Website or discontinuing the Website altogether.
3.4 All product purchases through this Website are subject to these Terms together with the Terms and Conditions. incorporated by reference in these Terms.
4 Trademark rights and copyright
4.1 "Torqeedo" is a registered trademark. Logos, trademarks, brands, common names and other identifiers are also protected by trademark law and corresponding protection provisions even if they are not identified as such. The use of this/these designation(s) or the associated logos is only permitted with Torqeedo's prior written consent.
4.2 Furthermore, the content of the Torqeedo's Website and associated services (“Content”), in particular photographs, are also protected by copyright. They may therefore not be reproduced or used in any other way except for private purposes. Any publication requires Torqeedo's prior consent.
5 Obligations of the User; Permitted Use
5.1 You may access and use this Website only for your internal use. You may not purchase any products for resale, unless your Company is authorized dealer and reseller of Torqeedo products. Any other access to or use of the Website or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark or other laws. We make no representation that the Website or the Content are appropriate or available for use in locations other than the United States. If you choose to access this Website from locations other than in the United States, you do so at your own initiative, at your own risk and are responsible for complying with applicable local laws.
5.2 Each user of Torqeedo's Website and services is responsible for his/her own activities. The use of the Website and associated services is at the user's own risk.
5.3 Torqeedo's Website and services may not be used for unlawful purposes. In particular, it is forbidden to register third parties for Torqeedo's newsletter without their knowledge. You may not access, use or copy any portion of the Website or its Content through the use of indexing agents, spiders, scrapers, bots, web crawlers or other automated devices or mechanisms. You agree not to remove or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within any of the Website Content. You will not, in any event, reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Website or the Content or any access to or use of the Website or the Content except as expressly authorized by us in writing. You may not use the Website to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
5.4 User activities that aim to render Torqeedo's Website and associated services inoperable, or at least to make their use more difficult, are forbidden and may lead to civil and criminal action being taken.
5.5 You, individually or on behalf of the Company you represent, will be required to register with us to set up an account to place any order through the Website. You will be required to submit certain information in order to set up your account and will be required to establish a username and password. You are responsible for maintaining the confidentiality of any information about you, including username and any password used in connection with your use of the Website. Torqeedo will not be liable or responsible for any loss or damage arising from the unauthorized use of your username or password.
5.6 You represent and agree that all information that you provide to us in connection with your access to and use of the Website is true, accurate and complete to the best of your knowledge and belief. Torqeedo reserves the right, in its sole discretion, to terminate your access to all or part of the Website, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use of any username or password; or (b) the breach of these Terms.
5.7 You may not access the Website after your access is terminated without our written approval. After terminating your access, Torqeedo will retain all rights, including all intellectual property rights, proprietary rights and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.
5.8 In connection with your access and use of the Website and that of any person authorized by you to access and use the Website, you are responsible for complying with all applicable laws, regulations and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct.
5.9 We reserve the right to terminate or suspend your account and your access to this Website if we believe, in our sole discretion, that you have violated the user conduct standards set forth herein.
6 Submission of Feedback
6.1 By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, product reviews, ideas or other information (each, a "Feedback"), either through your use of the Website or otherwise, you further authorize us to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Feedback on the Website. By providing any Feedback, you automatically grant, and you represent and warrant that you have the right to grant, to Torqeedo an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Feedback for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Feedback, and to grant and authorize sublicenses of the foregoing.
6.2 By providing Feedback, you grant us the right, but not the obligation, use the name that you submit in connection with such Content, and you waive any right and agree not to assert that any such use infringes or violates your right of privacy, right of publicity or other right. You further represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Feedback. You are fully responsible for any Feedback you make and for the legality, reliability, appropriateness and originality thereof.
7.1 As partial consideration for your access to our Website and use of its Content, you agree that in no event will Torqeedo, its advisers, officers, directors, employees, consultants, contractors, suppliers, content-providers, affiliates and other similar entities, representatives and agents of each of the foregoing, be liable to you, your Company, or any third party for any losses or damages, alleged under any legal theory, arising out of or in any way connected with: (a) your use of, or reliance on, or the performance of the Website or the Content; (b) our performance of or failure to perform our obligations in connection with these Terms; or (c) the defamatory, offensive or illegal conduct of other users of the Website or of third parties. Without limiting any of the foregoing, if Torqeedo or any of its affiliates is found liable to you or to any third party as a result of any claims or other matters arising under or in connection with these Terms, the Website, or your use of the Website or Content or goods or services, the maximum liability for all such claims and other matters will not exceed $100 in any calendar year even if such remedy should fail of its essential purpose.
7.2 UNDER NO CIRCUMSTANCES WILL TORQEEDO OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE WEBSITE OR THE CONTENT, OR PRODUCTS OR SERVICES AVAILABLE ON THE WEBSITE, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE WEBSITE OVER THE INTERNET, EVEN IF WE WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
7.3 IN NO EVENT SHALL SIMPLY MEDICAL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES OF ANY TYPE ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS WEBSITE.
7.4 Any cause of action or claim with respect to this Website must be commenced within one (1) year after the action or claim arises.
7.5 In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Torqeedo will be limited in accordance with these Terms to the extent permitted by law.
7.6 Where the Website and associated services contain third-party information or links to third-party Internet pages, this occurs exclusively as an additional service for users. Torqeedo is not responsible for content that they may contain and makes no claim that such content is its own. Torqeedo assumes no liability for damage that may arise in connection with accessing or using the contents of third-party Internet sites. This also applies in the event that Torqeedo is linked to a third-party site by means of a "hyperlink" without its knowledge.
7.7 The aforementioned liability provisions apply to all contractual and non-contractual claims that may result from this agreement or the use of Torqeedo's Websites and services.
Torqeedo takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Website. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure.
9 No Website Warranty; Disclaimer
The use of this Website by you is at your sole risk. ACCORDINGLY, THE WEBSITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPECIFICALLY, TORQEEDO, ITS SUPPLIERS, CONSULTANTS, OFFICERS DIRECTORS, EMPLOYEES, AFFILIATES AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE AVAILABILITY AND USE OF THIS WEBSITE, THE WEBSITE’S ONLINE SHOPPING SERVICES, OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE USE OF THIS WEBSITE OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS WEBSITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, RELEVANT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) THAT ANY DEFECTS IN THE WEBSITE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THAT THE WEBSITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
You agree to defend and indemnify Torqeedo, and our officers, directors, employees, representatives, consultants, agents, affiliates, suppliers and vendors against all claims, demands, suits or other proceedings and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), made by any third party arising out of: (a) content, data, or information that you submit, post to, or transmit through the Website; (b) your access to and use of the Content, the Website, and other materials, products, and services available on or through the Website and Torqeedo; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your website; and (f) any unauthorized use of a username, password or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.
11 Electronic and Telephone Communications
When you communicate with us through email or instant messaging systems you are communicating with us electronically, and consent to receive any return communications from us electronically. You also agree that all communications that we provide to you electronically, such as notices, agreements, disclosures, consents and other communications, satisfy any legal requirement that such communications be in writing.
These Terms will be construed and enforced in accordance with the laws of the State of Illinois without regard to choice of law rules. Each of you and your Company submits to personal jurisdiction in Illinois, and any cause of action arising under these Terms or otherwise involving this Website will be brought exclusively in a state or federal court of appropriate jurisdiction in Cook County, Illinois. The United Nations Convention for the International Sale of Goods does not apply.
13 Mandatory Arbitration; Waiver of Jury Trial
13.1 Any claim, dispute, or controversy arising from or relating to the Website or this Agreement (or any prior agreement between you and us with respect to the Website), or the relationships which result from this Agreement (whether a tort or statutory claim, or a claim seeking monetary, equitable, or other relief) (“Claim(s)”), will be resolved by neutral binding arbitration administered by the National Arbitration Forum (“NAF”), under the Code of Procedure (“Code”) of the NAF in effect at the time the Claim is filed. Claims include past, present, and future Claims. Any such arbitration will take place at a location within the United States federal judicial district in which you reside and will apply the substantive law set forth below. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION. Notwithstanding the foregoing, Torqeedo may seek injunctive or equitable relief through a court of competent jurisdiction in the event of any misuse of its intellectual property or any misuse of its Website or systems, without the posting of a bond, proof of damages, or other similar requirement.
13.2 The decision of the arbitrator will be a final and binding resolution of the Claim. This arbitration agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1–16. Judgment upon the award may be entered in any court having jurisdiction.
13.3 If you purchase a product through this Website, and your purchase terms with us has an arbitration provision, this arbitration provision will not apply to the extent that the arbitration provision in the other agreement applies.
14.2 Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
14.3 Any provisions of these Terms that are intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Website.
14.4 These Terms do not confer any rights, remedies or benefits upon any person other than you.
14.5 We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
14.6 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
14.7 If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
15 Contact Us
Questions regarding the Website or these Terms, please contact us at the following address:
171 Erick Street, Unit A1
Crystal Lake, IL 60014
BY ACCESSING AND USING THE WEBSITE, OR MAKING ANY PURCHASE VIA THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.