TERMS AND CONDITIONS

[Last Updated June, 2020]

The terms and conditions (“Terms”) set forth herein constitute the agreement of CipherEx to sell to Client, and Client to purchase from CipherEx, products (“Products”) and any associated services (“Services”) and are binding on all CipherEx clients (“Clients”). Client accepts these Terms by making a purchase from or placing an order with CipherEx or shopping on the CipherEx website www.cipherex.com (“Site”). For clarification, references to “You”, “Client” or “customer” means business customer. Except in those instances where CipherEx and a Client enter into a separate written contract for the purchase of Products and/or Services providing for separate terms of sale, these Terms will apply. THESE TERMS ARE LIMITED TO THOSE CONTAINED HEREIN. CIPHEREX HEREBY REJECTS AND WILL NOT OTHERWISE BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORM DELIVERED BY YOU TO CIPHEREX, WHETHER ORAL, WRITTEN, ELECTRONIC OR IMPLIED. PURCHASE ORDERS ARE FOR ADMINISTRATIVE PURPOSES ONLY.

Additional or separate terms may apply to your interactions with other CipherEx offerings, and to use of individual services or features available on the Site, such as reviews. The policies of other CipherEx offerings may differ substantially from those applicable to your use of the CipherEx website and portals or a sales individual from our Business Division. To the extent that the provisions of any additional terms conflict with these Terms, the provisions of these Terms will govern. References to “CipherEx,” “our,” “we,” or “us” refer to CipherEx INC. and/or its affiliates, subsidiaries, and designees. We may make changes to these terms or to the CipherEx website at any time. It is your responsibility to review the Terms for updates or changes. If you do not agree with the Terms, you should not place an order with CipherEx or use the Site. The Terms posted on the CipherEx website at the time you place an order will govern the order in question, unless otherwise mutually agreed to in writing by CipherEx and Client. Clients may not use the Site if you are under the age of 18.

Additional Policies

The following policies also govern your purchase of Products from CipherEx hereunder and your use of the Site and are incorporated by reference into these Terms:

• CIPHEREX TECH SUPPORT
• Privacy Policy

Validating Your Order

After you place an order, we will check the information you give us for validity by verifying your method of payment or shipping address. We reserve the right to reject any order you place with us, and/or to limit quantities on any order. If we reject your order, we will attempt to notify you using the e-mail address you have given us with the order and process a refund if a charge has been made.

Unauthorized Resellers

To protect our brand reputation, our clients’ best interest, our vendor relationships and our commitments, CipherEx will not sell products to unauthorized resellers for the sole purpose of reselling at any time. Client warrants that it will not market, resell or use Products other than as expressly permitted under these Terms.

Order Limitation/Limited Quantities

Our order confirmation to you does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. At any time after receipt of your order, we may accept, decline, or place quantity or other limits on your order for any reason. We may impose these limits on a per-person, per-order, or any other basis. If we reject, limit, or otherwise modify your order, we will attempt to notify you using the e-mail address you provide to us. If we cancel an order or part of an order that we’ve already charged you for, we’ll refund you the full amount of the canceled portion of the order. All orders are subject to Product availability.

Pricing Information

CipherEx reserves the right to make adjustments to pricing and offers on Products and Services for reasons including, but not limited to, product discontinuation or unavailability and manufacturer price changes.

Paying For Your Order

You may pay for your orders with the following major credit cards issued in the United States or, if approved, through a Net 30 terms account. Currently, we accept Visa®, MasterCard®, American Express®, and Discover® Card. Net 30 terms may be available to Client through CipherEx’s third-party financing company (“Financing Company”) subject to Financing Company’s approval and contractual terms established directly between Client and Financing Company. You will be responsible for applicable sales, use and property taxes on Products and Services.

Credit cards are not charged until we either ship the item(s) to you or confirm store availability (at which time you will be charged only for the goods we have actually shipped along with any appropriate taxes or shipping charges). However, we may pre-authorize your order amount with your credit card at the time you place the order which may have an effect on your available credit line. Please contact your credit card issuer for more information.

Sales Tax Policy

Because CipherEx does business throughout the United States and collects and remits sales tax as required by law, CipherEx also collects and remits sales tax as appropriate. If you have tax-exempt status, please send your state tax-exempt certification to sales@cipherex.com.

Risk Of Loss

CipherEx will be responsible for Product shipments until time of delivery to Client. Client assumes all risk of loss of Product upon CipherEx’s delivery of Product to Client’s designated address. Notwithstanding this allocation of risk of loss, the Product remains subject to CipherEx’s right to reclaim and stop the Product in transit.

Services/Limitation To Services

Clients may schedule and order Services from CipherEx. Certain Services may be provided by third-party service providers. CipherEx and/or its third-party service providers reserve the right to refrain from providing the Services ordered and instead refund Client’s payment, wholly or in part, on the basis that the minimum system requirements are not met or the technical needs (including wiring or overcoming physical or technical barriers) or industry regulations and laws or other requirements of the Client are unusual or extensive and beyond the scope of these Terms, as determined by CipherEx.

Access

CipherEx may perform the Services at Client’s place of business or such other locations as CipherEx and Client mutually agree upon (“Location”). A CipherEx representative must receive full access to the Product(s) and/or peripheral(s) to be serviced, access to the Location, Client’s consent and cooperation to enter the Client’s premises, and a safe working environment, working space and electrical power. If a CipherEx representative arrives at the Location at the scheduled service time and determines that he/she does not reasonably have the access, cooperation, or safe working area described in the previous sentence, the CipherEx representative will use his or her own discretion to resolve the situation while on-site. In the event a satisfactory resolution cannot be achieved, Services will be stopped and the time spent travelling to the Location will be charged to the Client. By acknowledging and agreeing to these Terms, Client hereby permits CipherEx (through its employees, affiliates or agents) to enter the Location at a time and in the manner mutually agreed upon by the parties for the purpose of performing the Services.

Warranties

CipherEx’s sole obligation, and Client’s exclusive remedy, for any defect or nonconformity in the Products shall be for CipherEx to cooperate with Client to provide it with the benefit, if any, of the warranty and support commitment of the third-party manufacturers and suppliers of the Product. Client expressly waives any claim against CipherEx for any failure of the Product. Client may independently seek to obtain directly from the manufacturers of the Product maintenance or repair of the Product under any warranty or guarantee provided by such manufacturer. Client acknowledges, unless Client obtains separate service agreements with such manufacturers and suppliers or other third party covering maintenance or repair of the Product at the Client’s Location, that such manufacturers and suppliers may require Client to deliver defective Product to their authorized service centers for maintenance or repair. CipherEx does not warrant the merchandise in any way and the only warranties on the merchandise are those provided by the manufacturer.

CipherEx warrants its labor for thirty (30) days following completion of the Services.

Disclaimers And Limitations Of Liability

ANY WARRANTY ON ANY PRODUCT SOLD BY CIPHEREX HEREUNDER IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. EXCEPT AS EXPRESSLY STATED HEREIN CIPHEREX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO THE PRODUCTS AND SERVICES WHICH ARE THE SUBJECT OF THESE TERMS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CLIENT’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CIPHEREX MAKES NO WARRANTY THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CIPHEREX MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CLIENT’S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM CIPHEREX OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

CLIENT AGREES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIPHEREX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ATTRIBUTABLE TO CLIENT’S USE OF THE CIPHEREX WEBSITE OR ANY PRODUCT OR SERVICE PURCHASED HEREUNDER. CIPHEREX PROVIDES THE WEBSITE AND ALL INFORMATION, CONTENT, AND OTHER MATERIAL MADE AVAILABLE THROUGH THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

It is Client’s responsibility to back up the software and data that is stored on Client’s computers hard disk drive(s) and/or on any other storage devices Client may have and CipherEx shall not be responsible at any time for any loss, alteration or corruption of any software, data or files. CipherEx shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to Client by CipherEx.

CipherEx’s maximum liability to Client arising from or related to the Products and/or Services shall be limited to the sums paid by Client to CipherEx for such Products and/or Services. No suit or action shall be brought against CipherEx more than one (1) year after the accrual of such cause of action.

CipherEx will not be responsible for delays in delivery of Product or delay or failure to perform Services due to circumstances beyond its reasonable control including, but not limited to, acts of God, War, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, vandalism, rioting, illegal activity, Product unavailability, carrier delays, labor disruptions, or acts or laws of any government or agency. Any shipping dates or completion dates provided by CipherEx are estimates only.

CipherEx will not be responsible for delays in delivery of Product or delay or failure to perform Services due to circumstances beyond its reasonable control including, but not limited to, acts of God, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, Product unavailability, carrier delays, labor disruptions, or acts or laws of any government or agency. Any shipping dates or completion dates provided by CipherEx are estimates only.

Release Of Liability

CLIENT AFFIRMATIVELY RELEASES AND HOLDS CIPHEREX HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, OR DAMAGE THAT CLIENT MAY SUFFER, INCLUDING BUT NOT LIMITED TO, THE NON-FUNCTIONING OF ANY COMPONENT OR ELEMENT OF ITS EQUIPMENT OR PERIPHERALS RESULTING FROM CIPHEREX’S PERFORMANCE OR NON-PERFORMANCE OF SERVICES. IF A COURT OF COMPETENT JURISDICTION FINDS THAT CIPHEREX IS LIABLE FOR DAMAGES, REGARDLESS OF THE DISCLAIMERS AND WAIVERS DESCRIBED HEREIN, SUCH DAMAGES SHALL BE LIMITED TO NO MORE THAN THE TOTAL CIPHEREX CHARGED CLIENT FOR ANY PARTICULAR SERVICE AND SHALL CONSTITUTE LIQUIDATED DAMAGES AND ARE A REASONABLE ESTIMATE OF DAMAGES TO CLIENT.

Indemnification

Client agrees to indemnify, defend and hold harmless CipherEx (and its affiliates and their respective officers, directors, employees and agents) (collectively, the “Indemnified Party”) from and against any and all third party losses, costs, obligations, liabilities, damages, actions, suits, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses (including, but not limited to, cost of defense, settlement, and reasonable attorneys’ fees) arising from Client’s: (i) breach of these Terms; (ii) failure to comply with applicable laws, regulations or ordinances; or (iii) gross negligence or willful misconduct in connection with its performance under these Terms.

Confidential Information

“Confidential Information” includes, but is not limited to, (i) the following information about any client: name; address; phone number; email address; credit card number; driver’s license number; social security number; birth date; demographics; transactional activity; digital content; website activity; store activity (collectively “client information”); (ii) any information provided hereunder related to CipherEx trademarks, links and related promotions; (iii) business plans, processes and data; (iv) planned and future products and promotions; and (v) and any information designated as confidential. Client agrees that it shall not disclose CipherEx’s Confidential Information to any third party, either directly or indirectly, without the express written consent of CipherEx, provided that Client may disclose to its employees and agents as may be necessary to perform its obligations hereunder. Client shall protect the Confidential Information of CipherEx with a level of care equal to that used to protect its own Confidential Information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) Client can establish was known by it; (ii) was lawfully obtained from a third party, free of any obligation of confidence; (iii) was independently developed by Client without any reliance on the Confidential Information of CipherEx; (iv) is or becomes publicly known through no wrongful act of Client; or (v) is required to be disclosed pursuant to applicable legal and/or regulatory requirements. Client agrees to hold CipherEx’s Confidential Information confidential for a period of two years following the date of disclosure.

Governing Law; Disputes

These Terms will be governed by and interpreted under the laws of the State of California. CipherEx and Client expressly consent and submit to the exclusive jurisdiction of the state and federal district courts located in Martinez, California. In the event of a litigated dispute between CipherEx and Client, both parties hereby waive any claim of improper or inconvenient forum or venue.

Proprietary Rights

All content included on or comprising the Site, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively “Content”) is protected by copyright, trademark, patent or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. All Content is protected as a collective work under U.S. and international copyright laws, and CipherEx owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all Content. You may not remove or modify any copyright, trademark or other proprietary notice contained in any Content you use, and you may not modify or alter the Content, copy or post the Content on any network computer, or broadcast the Content in any media. You may not copy, scrape, frame, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part. The CipherEx logo and other trademarks on the Site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by CipherEx and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.

User Generated Content: Reviews, Comments, Communications, And Other Content

You may interact with the Site in numerous ways, including Reviews and Ratings, videos, Questions and Answers, Community Forums, testimonials, and e-mail communication. You hereby grant CipherEx a perpetual, irrevocable, royalty-free, transferable right and license to use, modify, reproduce, transmit, publish, display, delete, and distribute any information (except order information sent via e-mail or phone) or materials you share with us throughout the world in any media, including, when you allow CipherEx to feature, text and images shared through social media (e.g. Facebook™, Twitter™, Instagram™, Pinterest™). You also grant us the right to use the name and social media handle that you use when you share content with us in connection with that content. When you share content to us, you will disclose any affiliation you have and you will not share anything that contains harmful computer code, references other websites, or is false, misleading, illegal, defamatory, libelous, hateful, racist, biased, threatening, or harassing.

Notification Of Copyright Infringement Under The Digital Millennium Copyright Act (DMCA)

If you believe that your copyrighted material may have been infringed, please provide the CipherEx Copyright Agent with the following information in writing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, your e-mail address
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

The CipherEx designated agent to receive notifications of claimed infringement can be reached by:

• Mail: DMCA Agent CipherEx Inc. 1700 Montgomery Street, San Francisco, CA 94111
• E-mail: dmca@cipherex.com
• Phone: (888) 774-9244

Links To Third-Party Websites

The Site contains links to other sites operated by third parties (“Third-Party Site(s)”). These links are available for your convenience and are intended only to enable access to these Third-Party Sites and for no other purpose. CipherEx does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability or any other representation about any Third-Party Site or its content, products, or services. A link to a Third-Party Site on the Site does not constitute sponsorship, endorsement, approval or responsibility for any Third-Party Site. The conditions of use and privacy policy of any Third-Party Site may differ substantially from these Terms. Please review the conditions of use for all Third-Party Sites for more information about the terms and conditions that apply to your use of Third-Party Sites.

Export

Certain software or other materials (“Software”) sold by CipherEx hereunder may be further subject to export controls. You will comply with all applicable export and re-export restrictions, laws, and regulations, and you will not transfer, or encourage, assist, or authorize the transfer of any Software to a prohibited country or otherwise in violation of any restriction, law, or regulation.

Security

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device. You agree to not share your account credentials with others. You may use the Site only for lawful purposes. Activities including, but not limited to, tampering with the Site, misrepresenting the identity of a user, and using buying agents or conducting fraudulent activities, on the Site are prohibited.

You may not violate or attempt to violate the security of the Site, including by, without limitation, (i) accessing data not intended for you or logging on to a server or an account which you are not authorized to access; (ii) using the Site for unintended purposes or trying to change the behavior of the Site; (iii) attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (iv) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; or (vi) forging communications on behalf of CipherEx (impersonating CipherEx) or to the Site (impersonating as a legitimate user). You may not send unsolicited or unauthorized e-mail on behalf of CipherEx, including promotions and/or advertising of products or services. We may prosecute you to the full extent of the law for any violation of these Terms. You may not use any device, software or routine or data to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site. You may not use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents we provide and generally publicly available browsers.

Termination Of Use

We may, in our sole discretion, terminate your account or your use of the Site at any time. You are personally liable for any orders that you place or charges that you incur prior to termination. We may change, suspend or discontinue all or any aspects of the Site at any time without prior notice.

Privacy

Your use of the Site is subject to our Privacy Policy. Please review the policy for more on how we collect and use information.

Information On Our Site

We try to be as accurate as possible with the information we present on the Site. We will make reasonable efforts to accurately display the attributes of the products we sell. We do not warrant that product descriptions or other content is accurate, complete, or error free. Prices and promotions are subject to change, and may vary from those offered in our stores. We cannot confirm the availability or price of an item until you place your order. Despite our best efforts, sometimes an item in our catalog may not be available, the offer may have been misstated, or an item may be mispriced. For any of these reasons, we may cancel your order or we may contact you for instructions on the order.