PLEASE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND THAT BY CLICKING THE "I AGREE," OR “ADD TO CHROME” YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.
ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
This Items.com End User License Agreement (the “License Agreement”) is between you, the End-User ("End User"), and Items.com, LLC., ("Items.com").
"Items.com Web Site" means the website located at Items.com
"Items.com Download Landing Page" means the webpage that will be downloaded to End-User's computer after the End User has properly submitted the required information on the Items.com Registration Form to Items.com. The Items.com Download Landing Page shall grant the End-User the ability to download the Items.com Extension using the file transfer protocol.
"Items.com Extension" means the Items.com browser extension located through the Items.com Download Landing Page, which includes the full Items.com Extension, and a copy of this License.
"Acceptance" means that the End User has accepted the terms of this Agreement and has manifested said acceptance by clicking on the "I Agree" button or "I Agree" hypertext link at the bottom of this Agreement.
Privacy of End User's Information: Items.com shall not disclose to third parties any personal information which End User forwards to Items.com through the Items.com Registration Form. The information which the End User forwards to Items.com through the Items.com Registration Form shall be used solely by Items.com for billing, and for notifying End-User of any future information about the Items.com Extension, such as upgrade information.
Provision of Items.com Extension: Items.com shall allow End-User to access the Items.com Download Landing Page after the End User has indicated acceptance of this Agreement. Items.com shall allow End-User to download the Items.com Extension from the Items.com Download Landing Page after the End User has accessed the Items.com Download Landing Page.
End User's Duties.
Items.com Registration Form. End-User shall enter and forward to Items.com truthful and factually accurate information on the Items.com Registration Form.
Intellectual Property Ownership. End-User recognizes that the Items.com name is a trademark of Items.com, LLC. End-User further recognizes that the Items.com Extension is Items.com’s copyrighted intellectual property.
License. ITEMS.COM GRANTS TO END USER A NON-EXCLUSIVE LICENSE TO USE THE ITEMS.COM EXTENSION AS PROVIDED IN THIS LICENSE. THE ITEMS.COM EXTENSION IS LICENSED BY ITEMS.COM TO END USER FOR END USER'S USE ONLY ACCORDING TO THE TERMS OF THIS AGREEMENT.
Use of Items.com Extension. End-User may install and use the Items.com Extension on no more than one (1) computer at a time. End-User is granted the right to make one (1) copy of the Items.com Extension for backup or archival purposes. End-User acknowledges and agrees that End User has no right, power, or authority to make any modifications to, or unauthorized copies, of the Items.com Extension.
Term of License. This License Agreement is effective upon End User downloading the Items.com Extension from, and continuing until terminated as set forth herein (the “Term”). End-User may terminate this License Agreement by permanently deleting the Items.com Extension, any time and with or without cause. Upon expiration or termination of this Agreement, the End User shall be obligated to pay all fees that have become due before such expiration or termination, and no expiration or termination by either Party shall entitle the End User to a refund. Items.com may terminate this Agreement at any time, with or without cause, and with or without notice to you.
Restrictions. End-User shall not, directly or indirectly (1) lease the Items.com Extension, (2) modify, reverse engineer, decompile, disassemble or create derivative works from the Items.com Extension (3) use the Items.com Extension to violate any applicable law, rule, or regulation; (4) distribute or make the Items.com Extension available for download; or (5) use the Items.com Extension to develop any competing software or service, or any other purpose that results in commercial competition with Items.com.
Severability. If for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
Copyright. The Items.com Extension is copyrighted material owned by Items.com and is protected by United States copyright law and by international treaties. End-User agrees that Items.com owns and holds title to the Items.com Extension and all subsequent copies thereof regardless of the form or media and that all title, ownership rights, and intellectual property rights in the Items.com Extension shall remain with Items.com. End-User may not copy or otherwise reproduce any part of the Items.com Extension except as specified in Paragraph 4.1.
Choice of Law. This Agreement will be governed by and construed following the laws of the State of New Mexico, consistent with the Federal Arbitration Act, notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to arbitration exclusively in Albuquerque, New Mexico for all actions arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL.
Arbitration. Any dispute arising out of or related to this Agreement shall be resolved by confidential arbitration before a single arbitrator. The arbitration shall be conducted following the current and applicable rules of the American Arbitration Association. All arbitration-related hearings shall be conducted in Albuquerque, New Mexico. The arbitrator shall be selected by the mutual agreement of the parties. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected following the then in effect rules of the American Arbitration Association.
Once selected, the Arbitrator shall be empowered to hear and resolve any issues related to, arising from, based upon, or in any way related to the dispute, whether based in law or equity. The Arbitrator shall issue rulings, decisions, orders, judgments, and permanent injunctions as applicable and appropriate. The prevailing party in said arbitration shall be awarded, Attorney’s fees and costs as well as the costs of the arbitrator. If a party files a motion or petition to compel arbitration, then the prevailing party in said motion or petition shall be awarded interim attorney’s fees and costs related to the motion or petition. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may only award actual damages, and not punitive, consequential, or any other type of damages. THE PARTIES AGREE ANY CLAIM ARISING OUT OF OR CONNECTED TO THIS AGREEMENT WILL BE BROUGHT IN EACH PARTY’S CAPACITY, AND NOT ON A CLASS ACTION OR REPRESENTATIVE BASIS.
Indemnification. Items.com shall not undertake to resolve any disputes or litigation on End User's behalf involving the use of the services or products described herein, and End User agrees that it shall indemnify, hold Items.com harmless and defend Items.com against any disputes involving the use of the Items.com Extension.
DISCLAIMER OF WARRANTIES. The services and products provided by Items.com under this Agreement are provided "AS IS," WITHOUT WARRANTY OF ANY KIND TO END USER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM, FITNESS FOR END USER'S PURPOSE OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. END USER AGREES THAT ANY EFFORTS BY ITEMS.COM TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THIS DISCLAIMER OF WARRANTIES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE ITEMS.COM EXTENSION REMAINS WITH END USER.
LIMITATION OF REMEDIES. END USER AGREES THAT ITEMS.COM SHALL NOT BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ITEMS.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE TO ITEMS.COM, OR ITEMS.COM WAS GROSSLY NEGLIGENT. IN NO EVENT SHALL ITEMS.COM'S AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00). END USER AGREES THAT ANY EFFORTS BY ITEMS.COM TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OF REMEDIES.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to the End-User. In such jurisdictions, Items.com’s liability is limited to the greatest extent permitted by law.
Export Restrictions. End-User agrees not to export the Items.com Extension or any copies thereof or any products utilizing the Items.com Extension in violation of any applicable laws or regulations of the United States. End-User agrees to indemnify Items.com from liability if End-User violates any such laws or regulations.
Modifications. Items.com reserve the right, at its sole discretion, to modify this Agreement, at any time and without prior notice. If Items.com modifies this Agreement we will post the modification on our website. By continuing to access or use Items.com Extension after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Items.com Extension, and any related services according to the terms of this Agreement.
Force Majeure. Items.com shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Items.com shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
Entire Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties concerning the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only by a written agreement signed by authorized representatives of both parties.
Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.