Effective: March 19, 2026
North American Resellers LLC, a company with its mailing address at 848 Prospect St, Suite C, La Jolla, CA 92037, USA (“Flexmonster”, “we”, “us”, “our”) owns and operates the following official website, flexmonster.com, and all its web pages (“Website”). Our Website may provide you with access to a variety of content, information, tools, features, and functionality located on Website, including but not limited to images, graphics, audio, video, download areas, Software demos, Client’s Area and its functionality, blogs, white papers, press releases, documentation, technical specification documents, other types of documents, release notes, applications, forms, an AI-powered virtual assistant (“Chatbot”), and other content (hereinafter collectively referred to as "Materials"), services, products, and/or Software (as further defined hereto).
These Website Terms and Conditions, along with any additional terms and conditions that may accompany specific services, products, Materials, or Software provided by Website (hereinafter collectively referred to as “Terms”), outline terms and conditions for accessing and using our Website, its services, products, Materials, or Software by all customers, visitors, or registered users (hereinafter referred to as “you”, “your”).
You and we are hereinafter referred to jointly as “Parties” and each separately as “Party.”
PLEASE READ THESE TERMS CAREFULLY.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR WEBSITE, ANY SERVICES, PRODUCTS, MATERIALS, OR SOFTWARE FROM IT.
1.1. By accessing, browsing, or using our Website, its services, products, Materials, or Software, you accept and agree to be bound by these Terms, regardless of whether you are a registered user or a visitor. Certain features, services, or Materials offered through our Website - including, without limitation, account registration, Client’s Area access - may additionally require your explicit acceptance of these Terms or other applicable agreements through an affirmative action presented on Website (such as clicking an “I agree” or similar confirmation mechanism). Where such express confirmation is required, your affirmative action constitutes your agreement to be legally bound by the relevant terms and conditions and is a condition for accessing or using the corresponding features, service, or Materials.
1.2. By becoming Party to these Terms, whether as an individual or a legal entity, you agree to the following conditions:
(a) acting as an individual, you confirm to us that you have the legal capacity to enter into and perform these Terms, are at least 13 years of age, and if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, create an account, submit User Content, and use our Website and its Materials;
(b) acting on behalf of a legal entity, you confirm to us that you have authority to act on behalf of that entity, and that that entity agrees to enter into and perform these Terms;
(c) you certify that you are not included in any list of the sanctioned or ineligible parties maintained by the United States, the European Union, the United Kingdom, or any other relevant jurisdiction. Furthermore, you confirm that you are neither owned nor controlled, directly or indirectly, by an individual or entity on any such list. For purposes of this provision, “owned” and “own” mean an interest of fifty (50) percent or more, and “control” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management;
(d) you affirm that you are not subject to any export laws and regulations of the United States or any other relevant jurisdiction, sanctions, or other trading compliance restrictions that would limit or prohibit your right to access, browse, or use our Website, its services, products, Materials, or Software in accordance with these Terms; and
(e) you agree to stop using our Website, its services, products, Materials, or Software immediately if any of mentioned circumstances in subclauses (a)-(d) hereabove change.
2.1. Application. These Terms apply to our Website, all its services, products, Materials, or Software (if applicable). In case of any conflict, the terms of any agreements signed electronically or manually (“Contractual Agreements”) shall prevail over these Terms.
2.2. Supplementary terms and conditions, or documentation. Certain Website’s services, products, or Materials may be subject to supplementary terms and conditions, or documentation specific to their use (“Supplementary Terms”) that form an integral part of these Terms. By accessing or using those services, products, or Materials, you accept and agree to be bound by the applicable instructions, guidelines, and rules set forth in Supplementary Terms. These Terms will apply and remain in effect with respect to those services, products, or Materials, provided that, to the extent these Terms conflict with or are superseded by any such Supplementary Terms, Supplementary Terms will govern and control.
For the avoidance of doubt and unless otherwise stipulated in these Terms or agreed in a separate Contractual Agreement, the relevant License Agreement (as further defined hereto) shall apply to the provision of Software through our Website, including any related maintenance or services. In such a case, the relevant License Agreement shall prevail over these Terms.
2.3. Modifications to Terms. We may, but are not required to, substitute, add to, change, alter, amend, modify, or remove any part of these Terms at any time without notice to you. We will provide a proper notification about these modified Terms on our Website. Modified Terms will be effective when posted by us, and your use of our Website, its services, products, Materials, or Software after the posting of modified Terms will be deemed your acceptance of and agreement to be bound by such modified Terms. The date on which the modified Terms are posted will be stated at the beginning of the modified Terms. If you do not agree to the modified Terms, you must stop using Website, its services, products, Materials, or Software. Notwithstanding the foregoing, the modified Terms will not impact the terms of any Contractual Agreement without prior written consent of the parties thereto. You are responsible for being familiar with the current version of these Terms posted on our Website during each session.
2.4. Other changes. We may, but are not required to, substitute, add to, change, modify, remove, disable, or suspend Website, its services, products, Materials, Software, or any portion thereof, temporarily or permanently, at any time without notice to you. These changes may include, without limitation, alterations to the features, functions, specifications, descriptions, or pricing of any of our services, products, or Software described in or displayed on our Website or Materials.
3.1. Account. Accessing certain services, products, or Materials on our Website and their functionality may require you to create a user account and choose a password. You must provide the requested information to fully complete the signup process and create a user account. By creating a user account, you confirm and agree:
(a) that all information provided by you during the signup process or that may be required or requested further is accurate, complete, and up-to-date, and there is no misrepresentation or fraudulent act from your end;
(b) to update your information and to keep it accurate, current, and complete;
(c) to comply with these Terms.
Failure to provide accurate information constitutes a breach of these Terms, which may result in immediate termination of your right to access your account on Website and its functionality.
Your account is personal to you. All information you provide to create a user account will be treated as private and confidential.
3.2. Password and security. You are entirely responsible for maintaining the confidentiality of your password and account. You may not permit any third party to use your account, nor may you use anyone else's account at any time. Furthermore, you are entirely responsible for activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security in connection with your account or your password.
3.3. Misuse of the account. We will not be liable to you or to any third party for any loss that you may incur because of someone else using your password or account, either with or without your knowledge. However, we reserve the right to hold you liable for losses incurred by a third party or by us due to someone else using your account or password.
3.4. Account functionality and access rights. By using your account in Client’s Area, you may access all public areas of our Website and Materials. Customers may also be granted access to restricted areas of the Client’s Area on our Website. These restricted areas are protected by login credentials and are accessible only after your company administrator or another authorized person grants you the necessary access rights, which such administrator or authorized person may revoke at any time. Our authorized employees may access the restricted areas of Client’s Area for administrative purposes using their own accounts and passwords. All data, information, and content within the restricted area of Client’s Area are considered confidential and private, and you must comply with all applicable confidentiality obligations.
3.5. Disabling or suspending the account. We reserve the right to disable or suspend any account at our sole discretion, including but not limited to cases involving violations of our Terms, security concerns, or unlawful activity. Where feasible, we will provide prior notice or explanation; however, we may act without notice if circumstances require immediate action.
4.1. In addition to these Terms, when using our Website, its services, products, Materials, or Software, you must comply with all applicable local, state, national, or international laws.
4.2. You accept and assume sole responsibility for your use of our Website, its services, products, Materials, or Software. Any activity completed on our Website through your account will be deemed to have been completed by you.
4.3. You agree not to use Website, its services, products, Materials, or Software for any unlawful or prohibited purposes. You also agree not to:
(a) display, send, upload, post, email, transmit, or otherwise make available, receive, or store any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) threaten, harass, stalk, defame, or defraud any person or entity;
(c) infringe any copyright, trademark, trade secret, or other intellectual property or property rights;
(d) advertise, promote, endorse, or market, directly or indirectly, any third-party commercial products or services, or distribute unwanted, unsolicited, or harassing communications, including spam or chain letters;
(e) impersonate any person or misrepresent your identity or affiliation;
(f) collect, store, publish, upload, or otherwise process sensitive or confidential information, including, but not limited to, special categories of personal data under the GDPR, financial information, health data, or other personal data of any individual subject to regulatory protection without lawful authorization;
(g) upload or distribute malware or other malicious code, or attack, interfere with, disrupt, or exploit any users, systems, or services, including through Denial of Service (DoS) attacks, crawling, bots, or automated scripts;
(h) send deceptive or false source-identifying information, including spoofing or phishing;
(i) access or use any application, system, service, tool, data, account, network, or content without authorization or for unintended purposes;
(j) use automated tools (such as robots, spiders, or scrapers) to access, acquire, copy, or monitor our Website, either in whole or in part; provided, however, that operators of public search engines (e.g., Googlebot) are granted a limited exception to use such tools for the sole purpose of creating publicly available searchable indexes of Website;
(k) disable, disrupt, circumvent, interfere with, or otherwise violate the security of our Website;
(l) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of our Website, its services, products, Materials, or Software;
(m) interfere with other users’ use of our Website, its services, products, Materials, or Software, or impose an unreasonable load on our infrastructure;
(n) authorize, permit, enable, induce, or encourage any third party to do any of the above.
4.4. In addition to your other covenants in these Terms, by requesting to avail the services, Materials, or ordering product/s or Software on our Website, you acknowledge and agree that:
(a) all information provided by you, including your contact details, name, and address, bank or credit card details, is accurate and lawfully yours, and there is no misrepresentation or fraudulent act from your end. If you use a card belonging to a third party, you confirm you are authorized to do so. We will not be liable for any credit card fraud, and you are solely responsible for any fraudulent use of your card;
(b) before ordering and utilizing the Website’s services, products, Materials, or Software, you will carefully check the descriptions of the types of services, products, Materials, or Software.
5.1. Our Website includes functionality that allows you to transmit or submit information, materials, or requests to us, upload your own data files for the purpose of testing and evaluating our Software, post user messages or data, and exchange opinions and information in public areas of our Website (“User Content”). All User Content is considered nonconfidential and public.
5.2. We do not filter, edit, publish, approve, endorse, or review User Content prior to its presence on public areas of our Website. User Content does not reflect our views and opinions, or those of our agents, and/or affiliates. User Content reflects the views and opinions of the person who posts their views and opinions.
5.3. To the extent permitted by applicable laws, we shall not be liable for User Content or for any errors or omissions, liability, damages, or expenses caused and/or suffered because of any use of and/or posting of and/or appearance of User Content on our Website, including any reliance on the accuracy, completeness, or usefulness of such User Content.
5.4. All data uploaded to Software demos is processed locally in your browser, and we do not store it. All other uploaded User Content on our Website is stored temporarily and may be automatically deleted after a limited retention period.
5.5. By posting User Content, you expressly acknowledge and agree that you are solely responsible for all aspects of such content and data it contains. You further represent and warrant to us that:
(a) you own or otherwise have all necessary rights, consents, and permissions to post, upload, input, submit, or share User Content, including the rights required to grant us the licenses and permissions outlined in these Terms;
(b) if you upload, submit, or transmit any User Content that includes sensitive, confidential information, or personal data of any individual to public areas of our Website or to Software demos in violation of these Terms, you acknowledge that we do not access, store, or process such data and therefore do not become a data processor with respect to it. We shall have the right, but not the obligation, to delete such User Content and/or data as soon as reasonably practicable and shall bear no responsibility arising from your breach of these Terms;
(c) User Content you post on our Website complies with the terms governing your use of Website, its services, products, Materials, or Software as detailed in Article 4 of these Terms.
5.6. We do not claim ownership of any User Content. However, unless otherwise agreed to in writing, we will be free to use User Content without compensation or payment to you. We are under no obligation to post or use any User Content submitted. Unless otherwise agreed in writing with our authorized representative, User Content you transmit or post to our Website will be considered non-confidential and non-proprietary. We will further have the right, but not the obligation, to use any know-how, ideas, or other concepts included or contained in User Content without compensation or payment to you. If you provide us with any feedback or ideas, you authorize us to use them for any purpose, without restriction or limitation.
5.7. Unless otherwise specified on Website, by posting, displaying, uploading, inputting, providing, or submitting User Content, you grant us, our sublicensees, and any users of Website or Materials, a non-exclusive, royalty-free, perpetual, unlimited, irrevocable, non-terminable, freely transferrable, and freely sub-licensable (through multiple tiers of sublicensees) license to use, distribute, reproduce, display, modify, amend, adapt, publish, translate, publicly perform and publicly display User Content (in whole or in part) and to incorporate such User Content into other works in any format or medium now known or later developed for any and all commercial or non-commercial purposes throughout the world. You expressly agree that all the rights granted under this paragraph will also be available to each and every user of our Website.
5.8. To the extent applicable, any user-submitted code posted on our Website is supplied under the license specified by the user submitting such code and should be used or downloaded only in accordance with any such license terms. We are not responsible for user-submitted code, nor do we represent or warrant that such user-submitted code will operate or perform without errors or defects.
5.9. We reserve the right to monitor, moderate, or pre-screen User Content. We retain the right, in our sole discretion, to pre-screen, refuse, or remove any User Content from Website or Materials. We, however, will have no liability for User Content, whether arising under the laws of copyright, libel, privacy, or obscenity, or otherwise. Without limiting the foregoing, we will have the right to remove any User Content at any time and for any reason in our sole discretion.
5.10. Further, if you intend to use features on our Website, you should make an independent and informed decision about submitting your personal data. Some personal data submitted on our Website can be read, collected, or used by any third party. There is a risk that such information will be misused or misappropriated. We disclaim any and all liability of any kind for any unauthorized access to or use of your personal data in public areas of our Website. By accessing our Website, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use our Website.
6.1. Our Website displays information regarding fees and prices for licenses to use our Software (as further defined hereto), including any related maintenance or services. All fees and prices are considered confirmed only upon your order.
6.2. We use our best efforts to ensure the accuracy of fees, prices, and price-related information on our Website. However, we do not make any representation that fees and prices quoted on our Website or invoices will match the offers provided by our resellers or other service providers.
6.3. All fees and prices are subject to change at our discretion, in response to market conditions, unless otherwise stipulated in License Agreements, Contractual Agreements, or other Supplementary Terms.
6.4. Any payment shall be considered received upon successful credit to our bank account in full.
6.5. All applicable bank charges in connection with any payments, including transaction commissions, conversion fees, and fixed cost of transaction-related services, imposed by your bank(s), including intermediate and correspondent banks used by you to make the payments, shall be borne by you.
6.6. All fees and prices are exclusive of any taxes, fees, duties, or other similar amounts that may be required to be remitted to tax authorities.
6.7. For the security of payment processing on our Website, we use third-party services such as Stripe, which maintain organizational, technical, and administrative measures designed to protect personal data from unauthorized access, destruction, loss, alteration, or misuse. We do not store credit card information.
7.1. By using our Website, its services, products, Materials, or Software, you acknowledge and agree that, in addition to these Terms, you are bound by (i) our Privacy Policy, which outlines how we collect, use, share and store personal data and your associated rights, and, where applicable, (ii) our Data Processing Agreement (“DPA”), which governs the processing of personal data carried out on your behalf solely in accordance with your documented instructions in connection with your use of our Website, its services, products, Materials, or Software under these Terms.
8.1. Trademarks. Any trade names, trademarks, service marks, logos, trade dress, and other brand features (“Trademarks”) displayed on or featured in our Website or Materials are the property of either Flexmonster or third-party licensors. Nothing in these Terms shall be construed as granting any license or right to use or display any Trademarks without the prior written consent of us or the applicable third-party owner.
8.2. Copyright. Intellectual property. Unless otherwise indicated, all content used on our Website or Materials provided by Website, or that are part of our services, products (including legal documents, forms, text, graphics, icons, documentation), or Software are subject to copyright, trademark, or other intellectual property rights that are owned or licensed by us. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, its content, services, products, or Materials in whole or in part.
8.3. Permission to use. You may only access and use content on our Website, its services, products, or Materials in whole or in part for your personal, internal, and non-commercial use only, except to the extent permitted by law or where you have received prior written approval from us. Any distribution, reprint, or electronic reproduction of any content from our Website, its services, products, or Materials in whole or in part for any other purpose is expressly and explicitly prohibited without our prior written consent. To request permission to use content outside of the above-mentioned purposes, please submit your request via email to contact.us@flexmonster.com. Please include a description of your proposed usage of Materials, along with a link or copy of Materials being requested and your contact information. We reserve the right to approve or reject any such request, as determined by us in our sole and absolute discretion.
8.4. Software. Any Flexmonster software that is made available for download or accessible directly through our Website ("Software") is the intellectual property and copyrighted work of Flexmonster. Use of Software is governed by the terms of the applicable Software License Agreement or SaaS Entry License Agreement, which accompanies or is included with Software (hereinafter collectively referred to as "License Agreements" and separately as “License Agreement”) unless a separate Contractual Agreement is executed between you and us. By downloading or using Software, you agree to be bound by the terms of the relevant License Agreement or Contractual Agreement, respectively.
8.5. U.S. government restricted rights. Contents on our Website and any Materials, or Software provided by our Website are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of any content, services, products, Materials, or Software provided through our Website by the U.S. government constitutes acknowledgment and agreement that such use is subject to Flexmonster’s proprietary rights. All rights, title, and interest in and to the aforementioned items remain exclusively with Flexmonster.
8.6. Disclaimer. Our Website, its services, products, Materials, Software, and other content or information on our Website are provided on an "AS IS" and "AS AVAILABLE" basis. Your use of our Website, its services, products, Materials, or Software is at your own risk. We disclaim all warranties, express, implied, and make no warranties or representations regarding the availability, accuracy, reliability, or quality of our Website, its services, products, Materials, Software, or any other content or information offered. Specifically, we do not warrant that:
(a) Website, its services, products, Materials, Software, or any other content or information will remain available in all countries, jurisdictions, or localities, or that the content or information will be current or up to date. Contact us to learn the availability of our Website, its services, products, Materials, or Software in your geographic area;
(b) Website, its services, products, Materials, or Software will be uninterrupted, timely, secure, or error-free;
(c) any results obtained from the use of our Website, its services, products, Materials, or Software will be complete, up-to-date, accurate, or reliable;
(d) the quality of any services, products, Materials, or Software utilized or ordered by you through our Website will meet your expectations;
(e) Website, its services, products, Materials, or Software, and the server hosting them are free from viruses or other harmful components.
8.7. Use of Chatbot on our Website. When engaging with Chatbot on our Website you acknowledge and agree to the following:
(a) Chatbot is powered by a third‑party service provider on our behalf. Your interactions with Chatbot may be processed by this provider in accordance with its own terms and privacy practices. We do not control and are not responsible for the provider’s systems or services, but we take reasonable steps to engage reputable vendors.
(b) Your use of Chatbot may involve the collection and processing of certain information, including the content of your messages. Such processing is carried out in accordance with our Privacy Policy. By using Chatbot, you consent to the processing of your information as described therein.
(c) Chatbot uses artificial intelligence to generate responses based on the information you provide and on content we configure (such as FAQs, documentation, help articles, resolved tickets, and other resources). Chatbot responses are generated automatically and may sometimes provide incomplete, outdated, or inaccurate information. Chatbot is provided for general informational and support purposes only.
(d) Chatbot does not provide legal, medical, financial, or other professional advice. You should not rely on any Chatbot response as a substitute for professional advice or your own judgment. You are responsible for how you use or interpret any information provided by Chatbot.
(e) Chatbot is not intended for use in emergencies or for time-critical issues. For urgent or sensitive matters, please contact us via the channels listed on our Website. We may modify, suspend, or discontinue Chatbot at any time without prior notice. We do not guarantee uninterrupted or error‑free operation of Chatbot.
(f) You agree not to use Chatbot for any unlawful or prohibited purposes and adhere to the provisions of Article 4 of these Terms. You remain solely responsible for the information you provide through Chatbot and for any decisions or actions taken based on Chatbot responses.
(g) Chatbot and its responses are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind, whether express or implied. To the maximum extent permitted by applicable law, we disclaim all liability arising from or related to your use of Chatbot, including any inaccuracies, omissions, or errors in generated responses. If you are unsure about any information provided, please contact our human team as detailed in Clauses 9.7-9.8 of these Terms.
(h) We may monitor Chatbot interactions to maintain service quality, detect abuse, ensure security, and improve system performance. Monitoring may be conducted directly or through our third‑party service provider.
8.8. Links to other websites or materials. Website, its services, products, or Materials may contain links to other Internet websites or materials. The linked websites or materials are not under our control, and we are not responsible for the content of any linked websites or materials, or any link contained in a linked website or material. We reserve the right to terminate any link or linking program at any time. We do not endorse companies or products to which it links and reserve the right to note as such on our Website, its services, products, or Materials. The terms of use and privacy policies applicable to such websites or materials may be different from those applicable to our Website. If you decide to access or use linked websites or materials, you do so entirely at your own risk. If you find any link on our Website, its services, products, or Materials that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.
9.1. By using our Website, its services, products, Materials, or Software, and by providing your email address to us, you consent to receive communications from us electronically, including via email, website notifications, or other digital channels. These communications may include notices about your account, transactional information, promotional content, and updates to these Terms and will be related to our Website, its services, products, Materials, or Software, and not any spam.
9.2. You may manage your communication preferences. You can opt out of promotional emails at any time by following the unsubscribe instructions included in each email. However, we may still send you non-promotional communications related to your account, or your use of our services, products, Materials, or Software. If you have disabled, blocked, or marked such notifications as spam, we recommend reviewing your settings and enabling notifications to ensure they are delivered to the correct destination.
9.3. Changes to your email address will apply to all of your notifications.
9.4. Any email which is sent by us or any notification received by you through our Website, its contents and attachments, if any, are intended solely for the attention of the addressee/s and may also be privileged. If you are not the addressee, you may not copy, forward, or disclose any part of any message received or its attachments, and if you receive a message in error, please delete the said message from your system and notify us immediately.
9.5. You agree and acknowledge that Internet communications cannot be guaranteed to be secure or error-free. Any information sent via the Internet could be intercepted, corrupted, lost, or contain viruses. We and our Website, therefore, do not accept responsibility for any errors or omissions in messages received by you that may arise because of Internet transmission.
9.6. Unless otherwise agreed, all communications will be conducted in English. We may offer translations for convenience, but the English version will prevail in the event of any conflict.
9.7. You may contact our team via the channels listed on our Website. We aim to respond within a reasonable timeframe, but response times may vary depending on the nature of the inquiry.
9.8. Legal notices must be sent to us in writing via the contact method specified in the “Contact us” section of our Website or via email to contact.us@flexmonster.com. Notices sent electronically are deemed received on the date of transmission unless proven otherwise.
10.1. You agree that you will defend us against claims, including but not limited to lawsuits, brought by third parties against us arising out of your any negligent, unreasonable, or inappropriate use of Website, its services, products, Materials, or Software, or your use, collection, or disclosure of personal data; this includes but is not limited to claims that arise from your violation of these Terms, the law, another person or entity’s legal rights, privacy rights, intellectual property rights such as copyright, trademark, or patent rights, or any content you make available through our Website. You also agree to indemnify us against damages and expenses (including reasonable attorneys’ fees and court costs) awarded by a court or other tribunal in favor of the claimant or in settlement of the claim. We will defend and indemnify you against third-party lawsuits arising out of our violation of applicable law, and we reserve the right to settle such claims out of court, at our expense, without your approval.
11.1. Except as expressly provided otherwise in License Agreement, Contractual Agreement or Supplementary Terms between you and us, to the fullest extent permitted by law, we shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with our Website, its services, products, Materials, or Software, or any related maintenance or services, even if we have previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to:
(a) the use of or the inability to use our Website, its services, products, Materials, or Software, or any related maintenance or services;
(b) the cost of procurement of substitute services, products, or Software, resulting from any content, information, services, products, or Software utilized or ordered by you through our Website, or messages received, or transactions entered into, through or from our Website;
(c) statements or conduct of any third party on our Website, including but not limited to unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions, or
(d) content or information you may download, use, modify, or distribute.
11.2. Notwithstanding any other provisions of these Terms, our total aggregate liability, regardless of the cause of action (whether in contract, tort, including negligence, statute, or otherwise), shall be limited as follows:
(a) for free services, products, Materials, Software, or other content or information utilized or obtained through our Website, your sole and exclusive remedy shall be limited to proven direct damages caused by us, not to exceed one dollar (U.S. $1), unless other amounts are stipulated in the applicable License Agreement or Contractual Agreement.
(b) for paid services, products, or Software purchased through our Website, our liability shall be limited to the amount of fees or prices actually paid by you in the calendar year during which the damages occurred, unless other amounts are stipulated in the applicable License Agreement or Contractual Agreement.
This limitation applies to all claims and damages, whether in contract, tort, or any other legal theory.
11.3. The provisions of this Article 12 allocate risks under these Terms between you and us. The foregoing limitations, exclusions, and disclaimers apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the above limitation or exclusion may not apply.
12.1. These Terms are governed by the laws of the United States of America, and in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the state and federal courts sitting in Florida, the United States of America. The United Nations Convention on Contracts for the International Sale of Goods, or any successor to it, does not apply to these Terms.
13.1. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law, and the remaining portions shall remain in full force and effect without being impaired or invalidated in any way.
13.2. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
