Third-Party Products Terms and Conditions
Effective January 1, 2021
These Third-Party Products Terms and Conditions (“Terms and Conditions”) are part of an agreement between you and Nexus Technologies, LLC (d/b/a/ NexusTek) (together with its affiliates, “NexusTek”) regarding your purchase and use of business and consumer software, hardware and other technology-related products developed, manufactured and/or licensed by a third party (“Third-Party Products”). Before using Third-Party Products, please read these Terms and Conditions and all rules and policies related to Third-Party Products (including, but not limited to, any rules, conditions, procedures, or usage provisions specified on any applicable product or service detail page, receipt or invoice) (collectively, the “Agreement”).
1. Third-Party Products.
1.1 General. This Agreement governs your purchase and use of Third-Party Products and NexusTek’s account management and billing administration associated with such purchase, including, but not limited to, any recurring billing subscriptions. The terms “you” or “your” refers to the person or party that is financially responsible for the purchase of any Third-Party Products. After ordering a Third-Party Product and paying any amounts due and payable to NexusTek, you may download (if applicable) and access the Third-Party Product for personal use. You are responsible for ensuring and confirming minimum system requirements, including requirements that NexusTek makes available on any product detail pages, receipts or invoices, for Third-Party Products. You are responsible for any internet or other connection charges you may incur in connection with your access to, and download and use of, Third-Party Products.
1.2 Ownership. NexusTek retains ownership title for any item(s) ordered until paid in full by customer.
1.3 Taxes, shipping, and handling charges. NexusTek will invoice for taxes, shipping and handling charges (if applicable) when product ships. Expedited delivery services are provided at an extra cost.
1.4 Ship-to-Address. Any quoted physical product will be delivered to the “Ship to” address on the quote provided.
1.5 Accounts with Third-Party Product Providers. In order to use or access certain Third-Party Products, you may need to have or create an account with the applicable third-party manufacturer, service provider or licensor (each, a “Provider”). Any information you provide to any such Provider will be subject to the Provider’s privacy policy or similar terms.
1.6 Subscriptions. If you purchase one or more Third-Party Products that includes a subscription, you acknowledge and agree that your subscription will automatically renew, and that NexusTek may automatically continue your subscription at the then-current subscription price, which may be adjusted from time to time, upon expiration of the initial subscription period. NexusTek will collect and remit payment to the applicable Provider for the subscription. ABSENT SIXTY (60) DAYS ADVANCE WRITTEN NOTICE TO NEXUSTEK THAT YOU WANT TO CANCEL AND/OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE NEXUSTEK (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-CURRENT SUBSCRIPTION PRICE AND ANY TAXES, USING ANY PAYMENT METHOD NEXUSTEK MAY HAVE ON RECORD FOR YOU. IF YOU CANCEL A SUBSCRIPTION WITH AN EARLY TERMINATION FEE, YOU AUTHORIZE NEXUSTEK (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE EARLY TERMINATION FEE AND ANY TAXES, USING ANY PAYMENT METHOD NEXUSTEK MAY HAVE ON RECORD FOR YOU. NexusTek may terminate a subscription at any time, and if NexusTek terminates a subscription before the end of its term, you will receive a prorated refund based on the time remaining in the subscription. NexusTek reserves the right to change subscription terms and prices from time to time, effective as of the beginning of the next subscription term.
1.6.1 Microsoft Subscriptions. For Microsoft Cloud subscriptions you understand that you are in turn bound to Microsoft’s Cloud Agreement: https://www.nexustek.com/microsoft-mca.
1.7 Continued Access. If you purchase a Third-Party Product that is hosted and maintained by the applicable third-party Provider, you acknowledge and agree that NexusTek does not guarantee that such Third-Party Product will be available or remain available to you, and NexusTek is not responsible for any downtime of such Third-Party Product.
1.8 All Sales Final; Accessing; Risk of Loss. All purchases of Third-Party Products are final. NexusTek does not accept returns of Third-Party Products unless indicated otherwise on the Third-Party Product detail page, receipt or invoice. Once you purchase a Third-Party Product and NexusTek or the Provider makes it available to you, you are responsible for downloading (if applicable) and confirming your ability to access the Third-Party Product, including retrieving the license key for the Third-Party Product, if applicable, and bearing all risk of loss after downloading, accessing, or using the Third-Party Product, including any loss due to a computer or hard drive malfunction.
1.9. Changes. NexusTek may modify, suspend or discontinue access to Third-Party Products at any time without notice or liability.
2. Use of and Restrictions on Third-Party Products
2.1 Separate Licenses to Use Third-Party Products. Your use of a Third-Party product may be subject to and governed by the terms and conditions of an end-user license agreement between you and the Provider (a “EULA”). The Provider has the right to enforce the EULA against you. If you choose not to accept an applicable and/or required EULA for a Third-Party Product, you must not use that Third-Party Product. This Agreement does not amend or supersede any license or other agreement between you and the Provider or other licensor of the Third-Party Product. NexusTek is not a party to the EULA for any Third-Party Product. If you receive a Third-Party Product that is not accompanied by a EULA, you shall assume that the Provider of the Third-Party Product grants to you only a limited license to download (if applicable), access and use the Third-Party Product for personal purposes, and reserves all other rights, and that the Third-Party Product is protected by copyright and other intellectual property laws and treaties.
2.2 Compliance with Law. You will use the Third-Party Products in compliance with all applicable laws, including all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to any Application.
2.3 Disclaimer. OTHER THAN AS EXPRESSLY SET OUT HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS” AND WITH ALL FAULTS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEXUSTEK, ITS AFFILIATES OR OTHER THIRD PARTIES ACTING ON BEHALF OF NEXUSTEK SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY GRANTED HEREIN. NEXUSTEK DOES NOT REPRESENT OR WARRANT THAT THE THIRD-PARTY PRODUCTS AND ANY ASSOCIATED SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THIRD-PARTY PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. This disclaimer of warranties does not, in any way, affect the terms of any applicable warranties provided by the applicable Provider of a Third-Party Product.
3. Limitation of Liability
3. Limitation of Liability. To the maximum extent permitted by law, in no event will NexusTek be liable to you under this Agreement for: (a) any incidental, special, exemplary or punitive damages, whether the basis of the liability is breach of contract, tort (including negligence and strict liability), statutory or any other legal theory; and (b) any damages arising out of or related to your use or inability to use Third-Party Products, and/or information, materials or products included on or otherwise made available to you by NexusTek in connection with such Third-Party Products, that exceed the amount you paid to NexusTek to purchase the Third-Party Product related to your claim for damages. The limitations in this Section will not limit or exclude liability caused by NexusTek’s gross negligence, intentional misconduct, or fraud.
4. General
4.1 Electronic Delivery; Notices. You agree to receive electronic delivery of these Terms and Conditions, which will be deemed delivered to you (a) when you purchased a Third-Party Product through NexusTek, and (b) when NexusTek provided you with the electronic URL that resolves to these Terms and Conditions. Further, you also agree that we may send you any notice contemplated under any Third-Party Product by email and/or postal address provided by you to NexusTek.
4.2 Suspension and Termination; Waiver; Amendments. Your rights under this Agreement will terminate without notice if you fail to comply with its terms. In case of such termination, you must cease all use of the Third-Party Product, and we may immediately revoke your access without notice to you and without refund of any amounts paid to NexusTek. NexusTek’s failure to insist upon or enforce your strict compliance with the Agreement will not constitute a waiver of any of NexusTek’s rights. NexusTek may amend any of this Agreement’s terms at its sole discretion by posting the revised terms on its company website. Your continued use of the Third-Party Product after the effective date of the revised Agreement terms constitutes your acceptance of the terms.
4.3. Contact Information. For communications concerning this Agreement, please contact NexusTek by mail at Nexus Technologies, Inc., 5889 Greenwood Plaza Blvd. #201, Greenwood Village, Colorado 80111, and/or by email at generalcounsel@nexustek.com.
4.4 Governing Law; Dispute Resolution and Mandatory Arbitration. The interpretation, validity and enforcement of this Agreement, and all legal actions brought under or in connection with the subject matter of this Agreement, shall be governed by the laws of the State of Colorado (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). Should a dispute arise between NexusTek and you with respect to this Agreement, or the breach thereof, and if the dispute cannot be settled through informal negotiation, you agree that such dispute shall be resolved and determined solely by arbitration in accordance with the rules of American Arbitration Association (“AAA”), applying Colorado law. The arbitration shall be held in Denver, Colorado, and the cost thereof, including reasonable outside attorneys’ fees, shall be borne by the non-prevailing party. Such determination by the arbitrators or by the sole arbitrator, whatever the case may be, shall be final, binding and conclusive upon NexusTek and you, and shall be rendered in such form that it may be judicially confirmed under the laws of the State of Colorado.
4.5 Entire Agreement. This Agreement and your purchase receipt/invoice constitute the entire agreement between you and NexusTek with respect to Third-Party Products and supersedes any and all oral or written representations, understandings or agreements relating thereto.
