Definitions:
"Product" shall mean any item offered for sale or licensing on the gangstawalking.com Web site or ConsciousCloud's direct sales materials (ads, catalogs, specifications sheets etc.), including but not limited to hardware devices, software, accessories, configurations of hardware and software, CDs and DVDs, and documentation.
Entire Agreement:
The terms and conditions herein may NOT be altered, supplemented, or amended by the use of any additional document(s) that purport to be an agreement of the parties. Any attempt to supplement or amend these terms and conditions or to enter an order for Product(s) which is subject to additional or altered terms and conditions shall be null and void.
Order Acceptance by ConsciousCloud/Acceptance of This Agreement by You:
All orders of Products placed by you with ConsciousCloud shall be subject to acceptance by ConsciousCloud. Notwithstanding any order confirmation or other communications sent by ConsciousCloud, your order shall not be deemed accepted by ConsciousCloud until ConsciousCloud's shipment of the products ordered. Your submission of your order shall constitute your full acceptance of these terms and conditions. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT SUBMIT AN ORDER.
Limited Warranties:
With respect to ConsciousCloud branded Products, ConsciousCloud makes no warranties except those stated in the ConsciousCloud limited warranty terms and conditions included with the Products, or, in the case of optional extended warranties issued by ConsciousCloud, such extended warranty documentation. With respect to third party (i,e,. non-ConsciousCloud branded) Products, such Products are sold by ConsciousCloud AS IS. However the third party manufacturer or supplier of these Products may offer its own warranties, and you agree to look solely to such manufacturer or supplier for any warranty related claims. CONSCIOUSCLOUD EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT.
Software License Terms:
All software (including pre-loaded software contained in hardware) is provided subject to such software's user license agreement. You agree that you will be bound to such agreement.
Payment Terms; Price Confirmation/Billing Errors:
Unless otherwise indicated, the purchase price of Products will be billed in full at the time of Product shipment. ConsciousCloud will charge credit cards upon shipment. ConsciousCloud accepts Mastercard, Visa, American Express and Discover. ConsciousCloud does not accept cash, COD, purchase orders, personal checks or the ConsciousCloud Preferred Card unless specific arrangements have been made for business sales. ConsciousCloud payment terms are subject to change without notice at ConsciousCloud's sole discretion. For web orders, we confirm the price of a Product as part of our order processing procedures. In the unlikely event that a price stated on a ConsciousCloud Web site or direct sales materials are incorrect, then the following applies: If a Product's correct price is lower than our stated price, we charge the lower price and ship you the Product. If a Product's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. ConsciousCloud shall not be liable for any billing errors unless you advise us of such billing error within sixty (60) days of its transaction date.
Products:
ConsciousCloud continually updates and revises Products. ConsciousCloud may revise and/or discontinue Products at any time. Changes in products shipped and products described on ConsciousCloud websites and/or direct sales materials are possible. ConsciousCloud Products are new unless specified as refurbished.
Return Policy:
ConsciousCloud's return policy allows for Products purchased directly from ConsciousCloud to be returned by you after obtaining a ConsciousCloud return authorization number (RMA) during the 30 day period following date of shipment by ConsciousCloud for a refund of purchase price actually paid. We will not issue a refund on any CD, DVD, or software that has been opened (taken out of its plastic wrap). If you have received damaged, defective or incorrectly shipped merchandise please notify Customer Service within 30 days. The RMA number may be obtained by going online at www.gangstawalking.com/returns, or by calling ConsciousCloud Support at 901-754-0904 and must be noted on the outside of the returned Product's container. Products must be returned in the original packaging. Shipping and handling charges are not refundable. Damage and missing part restocking fees may apply. RMAs are valid for only 14 days from issuance. You are responsible for and must prepay all shipping charges and you shall assume all risk of loss or damage to Product while in transit to ConsciousCloud. If you return Product to ConsciousCloud (i) without a RMA from ConsciousCloud or (ii) beyond the 14 day issuance period, or (iii) without proper packaging, ConsciousCloud retains the right to either refuse delivery of such return or charge you a restocking fee. Please allow up to eight weeks for ConsciousCloud to credit your account.
Shipping and Handling/Risk of Loss:
Product prices do not include shipping and handling. ConsciousCloud will use its discretion in selecting a reputable carrier and appropriate means of shipment. Risk of loss or damage to Products in transit is yours. In the event of Product damage or loss during transit, it is your responsibility to file a claim with the carrier.
Limitation of Liability:
BOTH YOURS AND CONSCIOUSCLOUD'S LIABILITY SHALL BE LIMITED TO THE PRICE PAID FOR PRODUCT. IN NO EVENT SHALL EITHER YOU OR CONSCIOUSCLOUD BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE. NEITHER YOU NOR CONSCIOUSCLOUD SHALL HAVE ANY LIABILITY TO THE OTHER FOR INDIRECT OR PUNITIVE DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Taxes:
Prices do not include any sales, local or other similar taxes. Where applicable, taxes will be shown on and added to your invoice. All such taxes shall be paid by you, or in lieu thereof, you must provide ConsciousCloud with an appropriate tax exemption certificate.
Resale:
You certify and agree that you are purchasing Product(s) for your own internal use only, and not for resale. You shall not remove components from Product for resale.
Title:
Title to Product(s) other than software passes from ConsciousCloud to you upon shipment from ConsciousCloud's facility. Title to software shall remain with the applicable licensor(s).
Governing Law/Waiver of Jury Trial:
This Agreement and all purchases hereunder shall be governed by and construed under the law of the state of Tennessee , without regard to conflicts of laws rules. You agree that the courts of Tennessee shall have exclusive jurisdiction over the parties for all disputes. Venue shall lie exclusively and only in either (i) Shelby County , State of Tennessee ; or (ii) the City of Memphis of the United States District Court. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT TO ANY DISPUTE RELATING TO THIS AGREEMENT OR YOUR ORDER.
Headings:
The section headings used herein are for convenience or reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
Critical Components:
The Products are not authorized for use as critical components in life support systems or situations where failure to perform can reasonably be expected to cause significant injury to users or others.
Force Majeure:
ConsciousCloud shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of ConsciousCloud. Quantities are subject to availability. In the event of shortage, ConsciousCloud may allocate sales and deliveries in its sole discretion.
Waiver/Invalidity:
Failure of ConsciousCloud to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies. If any provision of this Agreement is deemed by a court to be unenforceable, the remainder shall stay in effect.
Entire Agreement:
These terms and conditions constitute the entire and exclusive agreement between you and ConsciousCloud concerning the Products and your purchase hereunder and supersedes any and all statements or other agreements, whether oral or written, between you and ConsciousCloud.
Trademark:
The trademark "CONSCIOUSCLOUD" and any other product names, service names or logos of CONSCIOUSCLOUD used, quoted and/or referenced in this Web Site are trademarks or registered trademarks of ConsciousCloud Corporation or any of its affiliates. Other product names and/or company names used in the Web Site may be protected as their trademarks and/or trade names. Excel, Microsoft, MS-DOS, Outlook, Picture It!, Powerpoint, WebTV, Windows, Windows Media, Windows NT and the Windows 95 and Windows 98 logos are trademarks of Microsoft Corporation. Celeron, Intel Speedstep, MMX, Pentium, ProShare, and Speedstep are trademarks of Intel Corporation. Cingular Wireless is a registered trademark of Cingular Wireless LLC 2005.