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Terms & Conditions
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I. INTRODUCTION
1. OVERVIEW
Please review these terms and conditions, which govern your use of Gelsight.com (https://www.gelsight.com) and any other site on which these terms and conditions appear (collectively, the “Site” or “Sites”). Your use of any of the Sites constitutes your unconditional agreement to be bound by these terms and conditions, and the Privacy Policy (collectively, the “Terms”). The Sites are provided by GelSight, Inc. as a service to its customers. The Terms inure to the benefit of GelSight and its parent, subsidiaries and affiliates.
GelSight does not make any implicit or explicit representations or warranties of any kind including without limitation representations or warranties on merchantability or fitness of purpose regarding any materials or products found and/or described in this website. Notwithstanding anything to the contrary, we reserve the right to cancel or limit any orders for any reason. Prices, promotions, offers, and product availability are all subject to change without notice.
Your use of the Site constitutes your acceptance of these Terms.
Although every effort is made to ensure the accuracy of the information provided on this website, GelSight does not guarantee its exactness and cannot be held liable for inaccuracies or omissions.
2. SELLING TERMS AND CONDITIONS
Orders can be placed on our website. See “Placing Your Orders on the Site” section below. All Orders including online orders are subject to the GelSight Standard Terms and Conditions.
3. CHANGES TO THE TERMS
You agree that GelSight may change, terminate, modify, add, end or delete any of these the Terms (including, without limitation, the Terms of Use and the Standard Terms and Conditions) under which our website is offered at any time and without notice to you. Any changes or modifications will be effective immediately upon posting the revisions to our website, and you waive any right you may have to receive specific notice of such changes or modifications. Your use or continued use constitutes your agreement to any changes or modifications.
II. Your Use of the site
1. RESTRICTIONS
- Restrict or inhibit any other visitor from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
- Use the Site or content on or from the Site for any unlawful purpose;
- Submit data or information to or otherwise transmit material through the Site that is (i) copyrighted, protected by trade secret or otherwise subject to third-party proprietary or intellectual property rights, including privacy and publicity rights, unless you are the lawful owner of such rights or have permission from the rightful owner to submit or transmit such data or information; (ii) is unlawful, obscene, defamatory, libelous, threatening, fraudulent, abusive, pornographic, harassing or encourages conduct that would be considered a criminal offense, or does or would give rise to civil liability or violate any law, rule or regulation, or is otherwise objectionable or infringes GelSight’s or any third party’s intellectual property rights or other rights; (iii) is intended to victimize, harass, degrade or intimidate an individual or group of individuals on the basis of age, disability, ethnicity, gender, race, religion or sexual orientation; or (iv) is nonpublic information about a company or individual without the express written authorization to do so;
- Engage in spamming, flooding, phishing or other activity intended to gather information unlawfully;
- Transmit any software or other materials that contain any harmful or malicious code, including, without limitation, viruses, worms, time bombs, date bombs, trojan horses and defects;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
- Remove any copyright, trademark or other notices of proprietary rights contained on the Site;
- “Frame” or “mirror” any part of the Site without GelSight’s prior written authorization;
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
- Harvest or collect information about Site visitors; or
- Use the Site for any reseller activities. Reseller activities include (i) purchasing products for the purpose of reselling those products through any channel to downstream customers; (ii) placing orders on behalf of other persons for commercial purposes; and (iii) extracting, scraping, mining, copying or otherwise gathering information from the Site in connection with your sale or another party’s sale of products (whether purchased from GelSight or another seller) through any channel to downstream customers.
2. PLACING YOUR ORDER ON THE SITE
- All billing and registration information provided by you must be accurate, complete and correct. Submitting inaccurate, incomplete or incorrect information constitutes a breach of the Terms. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the items, products and/or services that you have requested.
- If you wish to purchase products or services described on the Site, you will be asked to supply certain information applicable to your purchase, including, without limitation, credit card and other information. You agree to pay all charges incurred by you and any users of your account and your credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. The amount of tax displayed when you check out is an estimate and may be updated at the time your card is charged in accordance with our billing policy.
- GelSight’s acknowledgment of an order signifies that we received your order request, but it does not constitute acceptance of your order or a promise to fulfill your order. We strive to provide accurate information on the Site, but we cannot and do not guarantee the accuracy of all information about items on the Site. You understand that information about items on the Site, including, without limitation, price, availability, specifications and images, may be incomplete or inaccurate. If we determine that information about an item you ordered is inaccurate or incomplete, we reserve the right to cancel that order and refund any applicable charges.
- All items and products purchased through the Site are made pursuant to our Standard Terms and Conditions. The risk of loss and title for such titles pass to you upon GelSight’s delivery of the items or products to the carrier.
- GelSight and its affiliates and subsidiaries reserve the right, at their sole discretion, to (i) refuse service and to terminate accounts if GelSight believes in its sole discretion that customer conduct violates applicable law or the Terms, is harmful to the interests of GelSight, its subsidiaries or its affiliates or for any other reason; (ii) limit the quantity of items purchased per person, per account, as determined in their sole discretion; and (iii) refuse or cancel any order you place. These restrictions may be applied to the same account, same credit card and/or the same billing and/or shipping address.
3. INFORMATION POSTED ON THE SITE
The information and materials on the Site (the “Materials”) are provided for your review in accordance with the Terms. GelSight endeavors to display and describe its products and services accurately on the Site. GelSight is also improving its products and services and may update the Materials displayed on the Site at any time and without notice.
GelSight cannot and does not guarantee the accuracy or completeness of the Materials displayed on the Site, including, without limitation, prices, product images, specifications, dimensions, availability and services. The Materials may contain technical inaccuracies and typographical errors.
4. PRIVACY
While you use our Sites, you may provide, and we may automatically collect, information about you and your use of the Sites. Our collection and use of such information is governed by our Privacy Policy.
5. LINKS TO OTHER SITES
The Site may contain links to other websites so that you can learn more about the products available on the Site and have access to other information. These links are provided to you only as a convenience, and their presence on the Site does not imply endorsement by GelSight or its affiliates or subsidiaries of such website or of any association with such websites’ operators.
You agree that GelSight and its affiliates and subsidiaries are in no way responsible or liable for the availability or content of the websites to which the Site is linked. GelSight and its affiliates and subsidiaries make no representations whatsoever about any other website you may access through the Site.
Any concerns regarding products or services offered by a website to which the Site is linked or the link itself should be directed to the operator of that specific website and not the Site. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of items, such as viruses, worms, trojan horses, defects, time bombs, date bombs and other items of a harmful nature.
III. DATA COPYRIGHTS, TRADEMARKS AND PATENTS
All software and content on the Site, such as text, graphics, logos, button icons, images, audio clips, video clips and software, is owned or licensed by GelSight, or its software, and content suppliers and licensors. Such software and content is protected by United States and international copyright laws.
The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of GelSight and protected by applicable copyright laws.
GelSight grants you permission to view and use content and software made available to you on the Site in connection with your use of the Site only. Any other use, including, without limitation, the reproduction, modification, distribution, transmission, republication, display or performance, of the content or software on the Site is strictly prohibited. GelSight and its affiliates, subsidiaries, suppliers and licensors expressly reserve all intellectual property rights in all text, products, technology, content and all other material that appears on the Site. Accessing the Site does not confer and shall not be construed as conferring on you or anyone else any license to GelSight’s or any third party’s intellectual property rights.
IV. WARRANTY DISCLAIMER; LIMIT OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE AND THE INTERNET IN GENERAL. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, GELSIGHT, ALL OF ITS SUBSIDIARIES, PARENT OR RELATED COMPANIES, CALL CENTERS AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
GELSIGHT AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS AND REPRESENTATIVES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR FREE OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT BY GELSIGHT OR ITS LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT GELSIGHT SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR: (1) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS ON WHICH THE SITE IS HOSTED AND/OR ON WHICH ANY OF YOUR PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (2) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; AND/OR (3) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A HARMFUL NATURE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY A THIRD PARTY. GELSIGHT DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY HYPERLINKED SITE. YOU AGREE THAT GELSIGHT AND ITS AFFILIATES, PARENTS AND SUBSIDIARIES WILL NOT BE RESPONSIBLE OR LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES AND DAMAGES RESULTING FROM THE LOSS OF USE, DATA, PROFITS OR BUSINESS INTERRUPTION ARISING FROM OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE. THIS ALSO INCLUDES DELAYS IN BEING ABLE TO USE THE SITE, THE INABILITY TO USE THE SITE, OR ANY PORTION THEREOF, OR ANY HYPERLINKED WEBSITE, WHETHER BASED ON TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GELSIGHT AND/OR ITS SUBSIDIARIES AND AFFILIATES WERE AWARE OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This disclaimer constitutes an essential part of these terms.
You should use your best judgment and exercise caution where appropriate. Your use of the site and any materials provided through the site are entirely at your own risk
V. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS GELSIGHT AND ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, ATTORNEYS, ASSIGNS, SUCCESSORS-IN-INTEREST, CONTRACTORS, VENDORS, SUPPLIERS, LICENSORS, LICENSEES AND SUBLICENSEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) AND OTHER EXPENSES THAT ARISE DIRECTLY OR INDIRECTLY OUT OF OR FROM: (1) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, THE RESTRICTIONS ON USE; (2) ANY ALLEGATION THAT ANY CONTENT OR OTHER MATERIAL YOU HAVE SUBMITTED OR TRANSMITTED TO THE SITE INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE THE COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PARTY; AND/OR (3) YOUR ACTIVITIES OR OMISSIONS IN CONNECTION WITH THE SITE.
VI. CHOICE OF LAW, JURISDICTION AND VENUE
These Terms is Agreement shall be construed pursuant to the laws of the State of Delaware excluding (a) its conflict of laws provisions, (b) the United Nations Convention on Contracts for the International Sale of Goods, (c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”), and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.
The parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts; provided, however, that each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in any other court in order to enforce the instituting party’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
Each party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding relating to this Agreement in Boston, Massachusetts and further irrevocably waives any claim that Boston, Massachusetts is not a convenient forum for any such suit, action or proceeding.
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