Prizma doo Corporation ("Prizma doo") operates this Web site (i.e., the Web site located at www.prizma-shop.com) and a portfolio of other Web sites that provide online access to information about products available from Prizma doo (the "Products") and facilitate transactions for the purchase of Products (the "Service"); this Web site and such portfolio of other Web sites are, collectively, referred to as the "Site".
1. Access to the Site. Registration is not required to place an order or use any of Prizma doo's Web sites. Select Prizma doo Web sites offer expanded services via the Web through a name/password protected system.
2. Intellectual Property. The Service, the Site, and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Prizma doo or its partners, affiliates, contributors or third parties.
Prizma doo grants you a personal, non-exclusive, non-transferable license to use the Site, the Service and the Content and to download, print and store portions of the Content that you select, provided that: (1) you only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) if you are a competitor of Prizma doo, commercial aggregator of data, or other commercial user, do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) you do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Prizma doo reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.
You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.
Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. Competitors and third party aggregators may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission. This prohibition is not intended to restrict the non-commercial activities of individuals.
3. Disclaimer of Warranties. Prizma doo agrees to transfer to you, at the time of sale, to the extent transferable, whatever warranties Prizma doo receives from manufacturers with respect to the Products sold by Prizma doo to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING PRIZMA DOO. PRIZMA DOO, AND ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, PRIZMA DOO INTERNATIONAL SALES CORPORATION (THE "PRIZMA DOO PARTIES"), MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT, AND THE PRIZMA DOO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, THE SERVICE, AND THE CONTENT. THE PRIZMA DOO PARTIES DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. THE PRIZMA DOO PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE PRODUCTS ARE SOLD ON AN "AS-AVAILABLE" BASIS. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS.
This Disclaimer of Warranty is not applicable to Chip Outpost products which are sold subject to the Limited Warranty set forth in Sections 14 and 15 of the Conditions of Order below.
MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS.
Your obligations and Prizma doo's remedies with respect to defective or nonconforming products, are solely and exclusively as stated in this Agreement.
4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:
a. No Use as Critical Components. Products sold by Prizma doo are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant, nuclear, or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. YOU AGREE TO INDEMNIFY AND DEFEND THE PRIZMA DOO PARTIES AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
b. Technical Assistance and Design Support Services. Prizma doo offers its Technical Assistance and Design Support Services solely as a convenience to Prizma doo customers. Prizma doo Technical Assistance and Design Support Services personnel strive to provide useful information regarding the Products. Prizma doo does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Prizma doo shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Prizma doo Technical Assistance and Design Support Services Personnel, and any reliance on such information or recommendation is at your sole risk and discretion.
c. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Prizma doo therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Prizma doo does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
d. Third Party Links. Hypertext links to third party Web sites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Prizma doo of the third party, the third-party Web site, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Prizma doo is not responsible for the availability of any such Web sites and that Prizma doo does not endorse or warrant, and is not responsible or liable for, any such Web site or the content thereon. You need to make your own decisions regarding your interactions or communications with any other Web site.
e. Geographic Limitations on Use. Like most Internet Web sites, this Site is accessible worldwide. However, not all Prizma doo products or services are available to all persons or in all geographic locations. Prizma doo reserves the right to limit the provision of its products and services to any person, geographic area, or jurisdiction and to limit the quantities of any products or services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.
f. Color Display. Prizma doo attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors you see will depend on many factors, including your monitor or printer, Prizma doo cannot guarantee that the color you see matches the product color.
g. Infringement Disclaimer. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Prizma doo shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Prizma doo to you subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.
5. Limitation of Liability. IN NO EVENT SHALL ANY OF THE PRIZMA DOO PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY PRIZMA DOO, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF ANY OF THE PRIZMA DOO PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ANY OF THE PRIZMA DOO PARTIES FOR PRODUCTS EXCEED THE PURCHASE PRICE FOR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
Any cause of action against any of the Prizma doo Parties with respect to Products or services must be instituted within one (1) year from the date of purchase or provision of the applicable Products or services.
6. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendation provided by Prizma doo Technical Assistance and Design Support Services Personnel, and your behavior on the Site. You agree to indemnify, defend and hold harmless the Prizma doo Parties and Prizma doo's joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, the Site, the Service, or the Content, your reliance upon any information or recommendation provided by Prizma doo Technical Assistance and Design Support Services Personnel, or any violation by you of this Agreement.
7. User Conduct. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. Except as otherwise authorized by Prizma doo, you agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.
8. User Supplied Information. If you supply or post any information or material to the Site, you guarantee to us that you have the legal right to post such material and that it will not violate any law or the rights of any person or entity. By posting material on the Site, you give Prizma doo the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
9. Force Majeure. Prizma doo will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Prizma doo's time for delivery or performance will be extended by the period of such delay or Prizma doo may, at its option, cancel any order or remaining part thereof, without liability by giving notice to you.
10. General Provisions. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by Prizma doo of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, Prizma doo's Privacy Statement, or your use of the Site, the Service, or the Content (collectively, "Disputes") are governed by, and will be interpreted in accordance with, the laws of the State of Minnesota, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, and any subsequent revisions thereto, do not apply to this Agreement. Any Dispute will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Prizma doo. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.
11. Changes to the Agreement. Prizma doo may change this Agreement with your affirmative consent. The means of obtaining your affirmative consent to such a change includes, without limitation, by means of a "click-through" amendment to this Agreement that is presented to you and that you accept upon your logging on to use certain services on the Site that require Identification. Prizma doo may also change this Agreement without your affirmative consent if Prizma doo provides you with at least seven (7) days' prior written notice. The means of providing this notice includes, without limitation, Prizma doo providing on the Site's homepage a prominent and conspicuous hyperlink to a webpage that expressly sets forth such changes. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails notifying you of changes to this Agreement and/or other Prizma doo policies (e.g., the Privacy Statement); you may elect not to receive these e-mails, and thereby waive any requirement of Prizma doo to provide you with notice of any such changes, by opting out of this default. Notwithstanding any provision of this Agreement to the contrary, Prizma doo may make changes to this Agreement without notice to comply with applicable laws and such changes shall be binding on you and Prizma doo. Except as otherwise set forth in this Section, any amendment to this Agreement must be in writing and signed by you and an authorized representative of Prizma doo.
12. Prizma doo Prizma-shop Service Agreement
The PRIZMA DOO PRIZMA-SHOP Web Site is comprised of various Web pages and services operated by Prizma doo Corporation ("Prizma doo") (collectively, the "Prizma doo Prizma-shop Web Site").
The Prizma doo Prizma-shop Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Prizma doo Prizma-shop Web Site constitutes your agreement to all such terms, conditions, and notices. The Prizma doo Prizma-shop Web Site may also contain additional terms that govern particular features or offers ("Additional Terms").
In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within the Prizma doo Prizma-shop Web Site, then these terms shall control.