TERMS AND CONDITIONS FOR CENDIX PRODUCTS AND SERVICES
Last Update: October 27, 2006
SERVICES AND PRODUCTS PROVIDED. Cendix, an Oregon Corporation, is a provider of contract consulting and software engineering services specializing in strategic business planning, product marketing, strategic alliances, and business development. Cendix also designs, develops, markets, and hosts software applications under contract and for its own portfolio. All products and services are offered under the “Terms and Conditions” contained here unless specified otherwise in writing. For purposes of this document “Customer” or “Customers” shall mean any person or organization who purchases or receives products and/or services from Cendix.
AMENDMENTS TO TERMS AND CONDITIONS. From time to time Cendix may amend these Terms and Conditions without notice to Customers by posting the changes on this Web page. Customers can review the current version of these Terms and Conditions at any time on this Web page. Cendix recommends checking back frequently. The date of the most recent update to these Terms and Conditions is posted above.
INTELLECTUAL PROPERTY OWNERSHIP. Delivery of products or services by Cendix IS NOT an assignment of intellectual property rights. Cendix retains ALL right, title and interest in its’ names, trademarks, logos, service marks, trade dress, copyrights, software applications, publications, proprietary knowledge and proprietary technology; including, WITHOUT LIMITATION, those names, logos, trademarks, service marks, trade dress, copyrights, software applications, publications, proprietary knowledge and proprietary technology currently used or which may be developed and/or used now or in the future.
PROPRIETARY AND THIRD-PARTY SOFTWARE. Cendix may provide access to proprietary or licensed third-party software over the term of any engagement. The terms of any proprietary or licensed third-party software are governed by the owner of the software and the license agreement provided with the software. Cendix does not extend to Customer, or Customer’s customers, terms any more favorable than those offered by the software provider. There is NO actual or implied transfer of ownership of any kind to proprietary or third-party software to Customer or Customer’s customers. Customer and Customer’s customers agree to adhere to the terms of any proprietary or third-party license agreements over the term of any enagagement with Cendix (and subsequent renewals).
PAYMENT TERMS. Invoices for products and services are payable on receipt unless specified otherwise in writing. A service charge of 1.5% per month, which is an annual percentage rate of 18 %, will be applied to all past due accounts.
DISPUTED CHARGES. If Customer believes that an invoice or charge is incorrect, or if Customer requires more information about a charge, then they must contact Cendix by email or write to Cendix using the Contact Information provided below and Cendix will investigate further. In order to be valid billing inquiries must be received within 10 days of the date Cendix sent the FIRST invoice on which the disputed item appeared. Customer is still obligated to pay non-disputed charges while Cendix is investigating. All charges are final once this 10 day period has expired; or once any investigation initiated in advance of this 10 day period is complete.
FAILURE TO PAY. Failure of Customers to remit payment by the invoice due date is subject to immediate termination of services by Cendix. If Cendix is providing consulting or contract engineering services then Customer agrees to immediately cease use of any software or materials delivered by Cendix and return all copies – any right to use Cendix delivered software or materials terminates immediately. If Cendix is providing application or Web hosting services then hosting services will be terminated and ownership of all Customer content on the site will remain with Cendix until the account is paid in full and/or all Customer obligations under contract with Cendix are fulfilled. Any content not claimed by payment of past due amounts within sixty days will be deemed abandoned by the customer. If Customer is receiving consulting and/or contract engineering services, along with application or Web hosting services, then both of the above provisions will apply. Termination for failure to pay does not relieve Customer of any contractual obligations to Cendix or the obligation to pay any amounts due to Cendix. Customer will be responsible for payment of reasonable collection fees required to collect any past due amounts. Customer further agrees that Cendix shall not be held liable for the termination of services for failure to pay.
PUBLICITY AND IDENTIFICATION. Customers of Cendix are not authorized to make any representations, warranties, commitments or other statements concerning Cendix, the business of Cendix, the products or services of Cendix, or Cendix business policies, except as expressly agreed in writing by Customer and Cendix.
INDEPENDENT CONTRACTOR STATUS. The relationship of Customer and Cendix shall at all times be that of independent contractors. Nothing contained in these Terms and Conditions is intended to, or is to be construed so as to constitute (1) a joint venture between Customer and Cendix, or (2) to claim that employees, agents, or representatives of Cendix or Customer are employees, agents, or representatives of the other party.
WARRANTY AND DISCLAIMER. Except for the limited warranty set forth herein, THE SOFTWARE AND THE SERVICES ARE PROVIDED BY CENDIX “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENDIX DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING PROVISIONS, CENDIX MAKES NO WARRANTY THAT THE SOFTWARE AND/OR SERVICES WILL BE ERROR-FREE, FREE FROM INTERRUPTIONS OR OTHER FAILURES, OR THAT THE SOFTWARE AND/OR SERVICES WILL MEET ALL REQUIREMENTS OF THE CUSTOMER. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL CENDIX BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL CENDIX BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER, EVEN IF CENDIX SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
GOVERNING LAW. The agreement between Customer and Cendix established under these Terms and Conditions shall be deemed to be made in the State of Oregon and shall in all respects be interpreted, construed and governed in accordance with the laws of the State of Oregon, except with respect to its laws concerning conflicts of laws. Customer irrevocably consents to exclusive jurisdiction and venue in the Circuit Court of the State of Oregon for the County of Clackamas. In addition to any other relief granted, Cendix shall be entitled to recover reasonable attorneys’ fees and expenses related to litigation, trials, or appeals, in any legal action arising out of a dispute with Customer regarding Cendix products and services or Customer’s failure to pay.
SEVERABILITY OF PROVISION. Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of that provision in any other jurisdiction.
WAIVER OF PROVISION. No waiver of any term, provision or condition of these Terms and Conditions, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision, or condition of these Terms and Conditions.
CONTACT INFORMATION. Correspondence regarding these Terms and Conditions or other matters can be directed to:
Cendix PO Box 741 Lake Oswego, OR 97034 P: (503) 789-2676 F: (503) 210-6479 E: wilson@cendix.com
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