1. Accounts and Payment
1.1. Account Creation. In order to use certain features of the Sites and Services, you must register for an account with the Company (“ Company Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Company Account at any time, for any reason, by following the instructions on the Site. The Company may suspend or terminate your Company Account in accordance with Section 9.
1.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Company Account login information and are fully responsible for all activities that occur under your Company Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Company Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
1.3. Payment Terms. We will invoice you for the fees payable hereunder in accordance with the above. All invoiced amounts are due and payable within thirty (30) days after the date of the applicable invoice (thirty (30) days being our standard timing unless negotiated otherwise) (except that, if you request, we shall automatically charge the credit card you specify, on the date of the applicable invoice). For any amount due hereunder and not received by us by the applicable due date, we shall have the right to charge an additional charge of one and one-half percent (1.5%) per month (or the maximum rate permissible under applicable law, if less than the foregoing) from the date due until paid. In the case of pre-ordered items, your payment method will be charge upon shipment. We reserve the right to suspend the Services at any time until all then-unpaid, past-due fees are paid in full. We will be entitled to reimbursement of reasonable collection costs and attorney fees in the event We retain a collection firm or legal counsel due to your nonpayment of fees. Except as expressly provided herein, all fees are nonrefundable, and payment obligations cannot be canceled, regardless of actual usage of the Services. Fees do not include, and you will pay, all sales, use, and other taxes imposed by law on you in connection with these Terms and the provision of the Services to you, excluding taxes on our income.
2.3. Modification. The Company reserves the right, at any time, to modify, suspend, or discontinue the Sites or Services or any part thereof with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services or any part thereof, except and if otherwise expressly set forth in Section 8.
2.4. No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Sites or Services other than as set forth in Section 6 below.
3. User Content
3.1. User Content. You retain all your intellectual property rights in your User Content. “ User Content” means any and all information and content that a User submits to, or uses with, the Sites or Services (e.g., content in the User’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy, as set forth below. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by the Company. Because you alone are responsible for your User Content (and not the Company), you may expose yourself to liability if, for example, your User Content violates any provisions set forth in the Acceptable Use Policy. The Company is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
3.2. License. You hereby grant, and you represent and warrant that you have the right to grant, to the Company, an irrevocable, nonexclusive, royalty free, fully-paid, and worldwide license to reproduce, distribute, publicly display, and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Sites and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3. Acceptable Use Policy. The following sets forth the Company’s “Acceptable Use Policy”:
a. You agree not to use the Sites or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
b. In addition, you agree not to use the Sites or Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Sites or Services or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Sites or Services, other computer systems or networks connected to or used together with the Sites or Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Sites or Services; (vi) introduce software or automated agents or scripts to the Sites or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Sites or Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Sites or Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (vii) systematically aggregate, embed or deeplink content from your own web site, service, or platform to the Sites for commercial purposes without the prior written consent of the Company.
3.5. Feedback. If you provide the Company any feedback or suggestions regarding the Sites or Services (“Feedback”), you hereby assign to the Company all rights in the Feedback and agree that the Company shall have the right to use such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and nonproprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.
5. Third Party Sites & Ads; Other Users; Barsys Developer Program
5.1. Third Party Sites & Ads. The Sites might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of the Company and the Company is not responsible for any Third Party Sites & Ads or any liability with respect thereto. The Company provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
5.2. Other Users. Each User is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility or liability for any User Content. Your interactions and transactions with other Users are solely between you and such User. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
6. Customer Support
As part of the Services, you may be offered customer support. Please contact us at Admin@thebarsys.com for assistance.
7. Delivery and Shipping
7.1 All orders are subject to acceptance by Barsys, and any rejection of an order shall be made in Barsys’s sole discretion. If you have been charged for an order that is subsequently rejected by Barsys, Basys will refund the amount of that order to you, by a method chosen by Barsys in its sole and reasonable discretion.
7.2 Barsys will make reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. Barsys shall therefore not be liable in any way for any delay or damage arising from Barsys's failure to meet your delivery requirements or any delivery dates.
7.3 All shipments shall be made from the facilities of Barsys or its distribution center. Risk of loss for products shall pass to you upon delivery to the carrier, and you are responsible for pursuing the carrier for any loss occurring in transit.
7.4 You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect products in the shipment, you must notify Barsys immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Barsys after ten (10) days from delivery of the products.
8. Pricing and Payment
8.1 All prices are in USD unless otherwise expressly stated in writing. Where you are making payment in a currency other than USD, the currency exchange rate that applies is the one in effect at the time your payment is processed, not the one that was in effect on the date that you placed your order. Barsys reserves the right to change its standard prices without notice.
8.2 Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Barsys with an appropriate tax exemption certificate or number, and (b) all fees and charges related to shipping, customs, duties and brokerage. Barsys may charge sales tax for sales of Products. These taxes and fees will be charged at time of shipment of the Product where the Product is a pre-order, and at time of ordering for commercially available Product.
8.3 If your order is a pre-order for Product that is not yet available, you will be charged the Product price at the time of shipping, and will be charged applicable taxes and shipping and handling fees at the time that the Product is shipped to you. You may not cancel and receive a refund on any such pre-order unless Barsys fails to ship the Product to you within 36 months of your placement of the pre-order. Barsys may utilize a payment processor to manage orders and payments. Your credit card statement may therefore reflect a third party name in relation to your order.
8.4 Where your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing. Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your credit card was rejected. Barsys may, in its sole discretion, delay shipment of, or cancel, your Product order where your credit card or other payment information is rejected.
Products may be returned to Barsys within thirty (30) days of delivery for credit, if the Products are unused, in a new and intact condition, and in their original containers, subject to Barsys’s return procedures. Shipping of all returns is your responsibility and at your sole expense. Please consult Barsys for details about its return procedures. You acknowledge that this 30 day return policy is considered in satisfaction of applicable statutory "withdrawal rights" or "cooling off periods", and you waive all such statutory rights.
10. Cancellation and Termination
Barsys may reject any orders upon written notice to you, and may also stop any Products in transit to you and suspend the delivery of Products to you without penalty, if: (a) you commit a material breach of these Terms and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, or have a receiver or administrator appointed of any of your assets.
THE SITES AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES, SERVICES OR CUSTOMER SUPPORT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. TO THE FULLEST EXTENT PERMISSIBLE BY THE APPLICABLE LAW, WE HEREBY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NONCOMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. TO THE FULLEST EXTENT PERMISSIBLE BY THE APPLICABLE LAW, WE HEREBY DISCLAIM ANY AND ALL RESPONSIBILITY, RISK, LIABILITY, AND DAMAGES ARISING OUT OF DEATH OR PERSONAL INJURY RESULTING FROM ASSEMBLY OR OPERATION OF OUR PRODUCTS. BARSYS ASSUMES NO RESPONSIBILITY, NOR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES OR MALWARE THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE SITES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THE SITES.
12. Limitation on Liability
13. Term and Termination
14. Intellectual Property Infringement
We will terminate the accounts of users who repeatedly infringe intellectual property and reserve the right to take down any User Content that we conclude, in our sole discretion, may infringe third party rights.
15.4. Age Requirements: You must be of legal drinking age to access the Site(s) or Services. The Company does not sell or serve alcohol. By accessing the Site(s) or Services, you acknowledge that there is a government warning concerning the health effects of consuming alcoholic beverages: (a) according to the Surgeon General, women should not drink alcoholic beverages during pregnancy because of the risk of birth defects; and (b) consumption of alcoholic beverages impairs your ability to drive a car or operate machinery, and may cause health problems. If you do not agree with these conditions of use please do not use the Site(s) or Services.
15.5. Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.