TERMS AND CONDITIONS OF USE
These terms and conditions of use are entered into by and between You and PX (Tianjin) Software Development Company, LLC, a Chinese limited liability company (“Company”). The following terms and conditions (collectively, these “Terms”), govern your access to and use of WWW.PXTECHNOLOGY.COM, including any content, functionality and services offered on or through WWW.PXTECHNOLOGY.COM (“Website”), whether as a guest or a registered user.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. ACCESSING, USING, OR REGISTERING AS A USER OF THIS WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS, WHICH MAY BE REVISED BY COMPANY FROM TIME TO TIME WITHOUT NOTICE TO YOU, AND IS A BINDING AGREEMENT BETWEEN YOU AND COMPANY GOVERNING THE USE OF THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCESS, USE, OR REGISTER AS A USER OF THIS WEBSITE. Company reserves the right to, at any time, change or modify these Terms or to impose new conditions with respect to your use of the Website or the Content (defined below) with or without notice to you. Company shall also have the right at any time to change, modify, add, remove or discontinue any aspect of or feature of the Website, including, but not limited to, content, functionality, and means of access or use. Such modifications, additions, removals or other changes shall be effective immediately, with or without notice to you, which may be given by means including, but not limited to, posting on the Terms and Conditions of Use page (if available) or elsewhere on the Website, electronic mail, or any means by which you obtain actual knowledge.
Access to the Website is limited to users who have been issued a password by Company. You represent and warrant that all information you have provided to Company in connection with registering to use the Website and its Content is true, accurate, current and complete. You also agree: (a) to maintain and promptly update your registration data to keep it true, accurate, current and complete; (b) to maintain the security of your registration data by not sharing your password with others, to restrict access to your registered account, and to take other standards as may be reasonable or necessary to maintain such security; and (c) that you will be fully responsible for the actions of any person or entity using your account, including, but not limited to, the following: (i) use of the Website with or without your permission, (ii) as a result of your failure to protect your password, or (iii) as a result of your failure to immediately notify Company of any unauthorized use of your password or other breach of security. Access to the Website is provided at the discretion of Company and Company has the right at any time, without prior notice to you, to suspend or terminate your account and refuse any and all current or future use of any portion of the Website.
You will not communicate, publish, disclose, divulge, use, or authorize anyone else to communicate, publish, disclose, divulge or use, for the benefit of themselves or any other person, any Confidential Information without Company’s prior written approval, as determined in Company’s sole and absolute discretion. “Confidential Information” means all information and data relating to the business, trade practices, trade secrets, methods of operation, sales, promotion, marketing, technology, know-how of Company, which may be communicated in written form to you or of which you may be apprised by virtue of your use of the Website under these Terms; provided, however, that the following information will not be included: (i) information known to you prior to disclosure, so long as such prior possession was not knowingly acquired by you by misappropriation or improper means; (ii) is or hereafter becomes publicly available other than as a result of disclosure by you or your affiliates; (iii) is independently developed by you without recourse to, utilization of or assistance from, any portion of the Confidential Information disclosed, imparted or transmitted hereunder; or (iv) is received by you from a third party, provided that such third party is not bound by a confidentiality agreement to Company or its affiliates with regards to such confidential information.
You will divulge Confidential Information only to such of your employees, consultants, advisors, etc. as must have access to it for the purpose of performing those services and/or activities as expressly agreed to in writing by Company. You agree that it would be impossible to ascertain Company’s damages from any breach of the covenants set forth in this section. As such, you agree that if you breach any provision of this section, Company may choose, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach. You further agree that no bond or other security shall be required in obtaining such equitable relief, and you hereby consent to the issuance of such injunction and to the ordering of such specific performance.
Ownership of Content
“Content” shall be defined as any digital assets stored on the Website, which shall include, but not be limited to, trademarks, service marks, logos, emblems, specifications, designs, formulas, videos, illustrations, images, animations, photos, audiovisual media, reports, articles, presentations, spreadsheets, documents, and electronic mail. All rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Content displayed or made available through the Website is and shall remain the sole property of Company, its affiliates, or its licensors, as applicable. Users who download or copy Content from the Website are obtaining only a license to use the Content solely for the purpose of providing those services and/or products as expressly agreed to in writing by Company or as otherwise may be approved by Company. No Content may be otherwise copied, reproduced, downloaded, uploaded, displayed, sold, posted, distributed, incorporated into another work, used to create a derivative work, or otherwise exploited in any way without the prior written approval of Company, its affiliates, or its licensors, as applicable. In no event may you remove any copyright or other proprietary notices or legends appearing on Content made available at the Website. All rights not expressly granted are reserved.
The Company name and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Website.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.
Use of Data
You agree that Company may collect, use, and disclose data about your use of the Website and Content to others.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This may include links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You hereby irrevocably and unconditionally release, discharge and agree to indemnify and hold harmless Company, its parents, subsidiaries, and affiliates, and their respective officers, directors, employees, contractors, agents, assignees, designees and licensees (together, the “Company Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, penalties, costs, and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, arising at any time out of and/or relating to the use of Content and/or any breach or alleged breach of any of these Terms. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE. COMPANY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE, AND OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF COMPANY’S CONTROL. THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN ‘AS IS’ BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THIS WEBSITE AND ANY CONTENT, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF ACCURACY, OF FIT FOR A PARTICULAR PURPOSE, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. IN NO EVENT SHALL COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS: (A) BE LIABLE TO YOU WITH RESPECT TO USE OF THE WEBSITE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, INCLUDING BUT NOT LIMITED TO, ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS; AND (B) BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY MATTER RELATING TO THIS WEBSITE OR THE CONTENT.
You agree that if any provision of these Terms is found void or unenforceable, including without limitation the warranty disclaimers and liability limitations set forth above, this will not affect the validity of the balance of these provisions, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. Any controversy or claim arising out of or relating to these Terms, or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Any party may commence arbitration by sending a written demand for arbitration to the other party. Such demand shall set forth the nature of the matter to be resolved by arbitration. Arbitration shall be conducted in Los Angeles, California. The arbitrator shall decide the matters submitted based upon the evidence presented, the terms of this Agreement and the laws of the State of California. The arbitrator shall issue a written award which shall state the bases of the award and include detailed findings of fact and conclusions of law. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of reasonable attorneys’ fees, costs, and expenses incurred in connection with the arbitration.
These Terms and use of the Website are governed by the laws of the State of California, United States of America, without regard to California’s conflict of laws rules. If the arbitration provision above is ever deemed unenforceable or void, you irrevocably consent to the exclusive jurisdiction of the federal and state courts in Los Angeles, California, United States of America, for purposes of any legal action arising out of or related to the use of the Website or these Terms.