By purchasing GalaxyLinq software products and services or by signing up for GalaxyLinq web hosting services (all hereinafter referred to as the "Services"), you agree to the following Terms of Service:
This Terms of Service document along with any applicable order page (hereinafter collectively referred to as the "Agreement") constitutes a legally binding contract between "GalaxyLinq" and the person or organization that submits an order for the Services, pays for Services, and/or utilizes the Services ("You" and/or the "Client"). GalaxyLinq reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing and future customers. GalaxyLinq may make such changes or modifications to the terms and conditions contained in this Agreement without notice to Client. Client’s continued use of the Services following GalaxyLinq’s posting of any changes or modifications will constitute Client’s acceptance of such changes or modifications.
Notwithstanding anything contained herein, this Agreement will not bind GalaxyLinq unless Client meets the following Eligibility Criteria: The Services and license thereof are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to children (persons under the age of 18). If Client is registering as a business entity, Client represents that they have the authority to bind the entity to this Agreement. GalaxyLinq uses many techniques to verify the accuracy of the information Client provides when Client registers on the GalaxyLinq website. If for any reason, GalaxyLinq, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to Client, to revoke any and all licenses under this Agreement or to refuse to provide the Services under this Agreement to Client.
A. The Services may include any one or more of the following elements, depending upon the solution type and product package and options selected by the Client:
B. The Services may include additional third-party products or services that require the Client to accept the terms and conditions of the third party or to pay additional fees to such third party. Client agrees that it is solely responsible for any such third party terms and conditions and third party fees.
C. GalaxyLinq will provide Client with a limited license to use and receive the Services hereunder and GalaxyLinq will further provide the Services ordered by the Client subject to all of the terms, conditions and limitations applicable to the Services that are set forth in the Agreement and on the GalaxyLinq website.
D. Client will pay for the Services at the price and in accordance with any fee schedule indicated upon Client’s ordering of the Services. GalaxyLinq may change the prices for the Services at any time and any such change in prices will be effective thirty (30) days after GalaxyLinq posts the change on its website. All fees collected under this Agreement are fully earned when due and nonrefundable when paid except as expressly provided for in Section 6(E) and Section 6(F) below. All fees due under this Agreement must be paid in United States dollars via credit card or other payment method acceptable to GalaxyLinq. Client agrees to provide its accurate name, mailing address, telephone and other contact information in Client’s profile and to update such contact details as they may change.
E. The Services are either owned by GalaxyLinq or licensed from a third party. In accordance with this Agreement and subject to the payment of applicable fees, GalaxyLinq will provide certain hosting, support and other miscellaneous Services licensed by Client under this Agreement during the term of this Agreement. Any hosting to be provided by GalaxyLinq under the Agreement shall be on servers operated by or for GalaxyLinq ("GalaxyLinq Servers") and several merchants may share the resources and network capacity of those GalaxyLinq Servers.
F. GalaxyLinq reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to Client. Client agrees to receive administrative communications from GalaxyLinq in regards to the Services, Client’s account, policy changes and system updates.
A. The Services provided by GalaxyLinq hereunder, and all worldwide intellectual property rights therein, are the exclusive property of GalaxyLinq. All rights in and to the Services not expressly granted to Client in this Agreement are wholly reserved by GalaxyLinq.
B. Subject to the terms and conditions of this Agreement, GalaxyLinq grants to Client a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Services.
C. Client acknowledges that the Services and their structure, organization, and source code constitute valuable trade secrets of GalaxyLinq. Accordingly, except as expressly allowed under this Agreement, Client will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Services; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services or (d) transfer its interest in and to the Services to any third party.
D. Subject to the terms and conditions of this Agreement, GalaxyLinq grants to Client a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce certain trademarks provided to Client by GalaxyLinq under this Agreement ("GalaxyLinq Marks"), solely for use in the display on those locations as designated by GalaxyLinq in its sole discretion. GalaxyLinq grants no rights in the GalaxyLinq Marks other than those expressly granted in this Section. Client acknowledges GalaxyLinq’s exclusive ownership of the GalaxyLinq Marks. Client agrees not to take any action inconsistent with such ownership and Client agrees not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the GalaxyLinq Marks or in such a way as to create combination marks with the GalaxyLinq Marks. At GalaxyLinq’s request (in its sole discretion), Client will immediately discontinue any use and display of the GalaxyLinq Marks. Client acknowledges and agrees that, except with respect to the trademark license granted herein in and to the GalaxyLinq Marks, no licenses are granted by GalaxyLinq to any other trademarks, service marks, or trade names owned by GalaxyLinq, its parent, or affiliates.
E. Certain additional features that GalaxyLinq may make available to Client in conjunction with the Services may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, GalaxyLinq may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Client agrees that Client will not use such Additional Software or Additional Services unless Client has agreed to the applicable terms and conditions, including but not limited to Client’s payment of additional fees as required.
Client acknowledges that GalaxyLinq does not guarantee, imply, or predict any type of profit or response from the Services. The Services may be subject to interruptions, loss of data, deletion of data and conditions that prevent the proper operation of the Services resulting from conditions of events outside the reasonable control of GalaxyLinq and for which GalaxyLinq will bear no responsibility. Client irrevocably covenants, promises and agrees to indemnify GalaxyLinq and its assigns and to hold them harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature that they may sustain or to which they may become subject arising out of or relating in any way to the use of the Services, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against any such claims or enforcing the prerogatives of GalaxyLinq under this Agreement.
A. Client may use the Services only in accordance with this Agreement, applicable laws in the United States and the applicable laws of any other jurisdiction. Client agrees not to use the Services in any manner that violates the GalaxyLinq Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time. In addition, Client agrees that it will not use the Services to:
B. Client’s failure to comply with the covenants set forth in this Section of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination of this Agreement and the Services.
A. The Services will commence on the date Client’s order for the Services is accepted by GalaxyLinq (the "Effective Date") and will thereafter continue on the basis of successive billing periods (with the first day of each billing period being a "Billing Date") until terminated by either party in accordance with this Agreement. For each billing period, GalaxyLinq will charge the Client’s credit card on each Billing Date for (i) any non-refundable recurring subscription fees as well as any other annual or one-time fees due in advance for the billing period beginning on that date, and (ii) any transaction fees and all other fees designated to be paid in arrears based on the value of goods and services sold through the Client’s Store (as defined below) during the previous billing period.
B. Without limiting GalaxyLinq’s other remedies, any amount that is not retrievable from Client’s credit card when due will accrue a late fee at one and one half percent (1½ %) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. GalaxyLinq may continue to submit charges on Client’s credit card from time to time until all fees due are paid. GalaxyLinq may suspend all or any portion of the Services at any time when fees are due and unpaid. For any amounts not paid when due GalaxyLinq will be entitled to recover from Client losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys’ fees or expert witnesses’ cost or other costs of any kind incurred by GalaxyLinq hereunder.
C. All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and Client will be responsible for payment of all such taxes (other than taxes based on GalaxyLinq’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or performance of the Services hereunder.
D. Clients who purchase Services with an annual billing arrangement may receive a refund for terminating the Services in the following circumstances:
E. In addition, if expressly noted in the ordering process, Client may receive a refund of 100% of the amount paid if Client terminates the Services within thirty (30) days or less after the Effective Date. However, you acknowledge and agree that if you have surpassed a 30-day trial period, if any, you will not be entitled to a refund. Client acknowledges and agrees that any such refund will not apply to any transaction fees owed by Client under the Agreement.
A. Client may terminate this Agreement at any time by giving GalaxyLinq notice at least seven (7) days prior to the next Billing Date in accordance with Section 9 below.(as per Section 9 Notice)
B. GalaxyLinq may also terminate this Agreement at any time by giving Client at least thirty (30) days prior notice. In addition, GalaxyLinq may immediately terminate this Agreement, limit Client’s activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Client’s account or the Services, in whole or in part, and/or refuse to provide some or all of the Services functionality to Client, without notice, if in GalaxyLinq’s sole discretion: (a) Client fails to pay any fees in accordance with this Agreement; (b) Client breaches the covenants of this Agreement; (c) Client breaches this Agreement or the documents it incorporates by reference in any other manner; (d) GalaxyLinq is unable to verify or authenticate any information Client provided to GalaxyLinq; or (e) GalaxyLinq believes that Client’s actions may cause financial loss or legal liability for Client or GalaxyLinq.
C. Rights Upon Termination. In the event of termination of this Agreement for any reason, the licenses granted under this Agreement shall automatically and immediately cease and Client shall destroy all copies of the Services in its possession, if any. Following termination the Client will have no right to use or access the Services. Upon termination, there will be no refund provided to Client and all outstanding fees owed by Client shall become immediately due and payable. In its discretion, GalaxyLinq may permit a Client to recover data from the Services following termination after payment of additional fees. Additionally, if applicable, within thirty (30) days of termination of this Agreement Client must move the Domain Name from any GalaxyLinq Servers. Termination shall not affect the rights of GalaxyLinq to recover from Client losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Agreement.
A. GalaxyLinq may give notice to Client of any matter under this Agreement (a) orally, by calling Client’s representative or by leaving a voicemail for Client’s representative at the telephone number in Client’s profile, (b) by email to the email address provided by Client in Client’s profile, or (c) by regular mail to Client’s mailing address in Client’s profile.
B. Client may give notice to GalaxyLinq by regular or certified mail to the following address:
PO Box 43753
4990 MERCANTILE RD
NOTTINGHAM, MD 21236
Client may also give notice of termination by calling GalaxyLinq at the following number:
A. If during the order process Client selects the online website (the "Website") and online store services; the Services may enable Client to select a template and build an online website (the "Store") through which they can sell their products and services online. Client will be solely responsible for the development, operation and maintenance of the Store and the Website content, including the operation of the Store, accepting, processing and filing customer orders generated through the Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through the Store. Client agrees that GalaxyLinq has no obligation to back-up any data related to the Store’s operations and Client should independently take appropriate steps to maintain such data in accordance with Client’s needs and requirements.
B. Client will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on the Store and/or the Website or otherwise utilized by Client in conjunction with the Services (the "Content"), including all descriptions of the products and services Client offers or sells to customers via the Store and/or Services. As a conduit, GalaxyLinq will give Client discretion over the Content provided it is compatible and interoperable with the Services. Client retains all rights, title and interest in and to all intellectual property rights embodied in the Content, exclusive of any content provided by GalaxyLinq. Notwithstanding anything contained in the foregoing, if Client breaches any of the covenants of this Agreement, GalaxyLinq is entitled to immediately suspend or terminate Services, the Store and the Website and/or any access to information or data related to Client’s account.
C. Client acknowledges that, by only providing Client with the ability to publish and distribute Client’s own or third party products, services or content, GalaxyLinq and its Services are acting only as passive conduits for the distribution and/ or publishing of such products, services and/or Content. GalaxyLinq has no obligation to Client or any third party, and undertakes no responsibility, to review the Content to determine whether any such Content may incur liability to third parties. Notwithstanding anything to the contrary herein, if GalaxyLinq believes in its sole discretion (as applicable) that the Content may create liability for GalaxyLinq, Client agrees that GalaxyLinq may take any actions with respect to the Content that GalaxyLinq believes are prudent or necessary to minimize or eliminate GalaxyLinq’s potential liability. GalaxyLinq shall, as applicable, be the sole judge of what Content or materials may create liability for GalaxyLinq.
D. Moreover, Client covenants that any products, services, or Content published and distributed on the Store and the Website or otherwise in conjunction with the Services shall not violate the GalaxyLinq Acceptable Use Policy that is incorporated herein by reference (including Section 5 above) and as it may be amended from time to time, nor shall they:
E. Furthermore, during the period that GalaxyLinq provides Services to Client pursuant to this Agreement, Client hereby grants to GalaxyLinq and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform the Content solely for the purposes provided in this Agreement.
Client agrees to fully defend, indemnify, and hold harmless GalaxyLinq and each of GalaxyLinq’s officers, directors, employees, agents, suppliers, service providers and affiliates (an "Indemnified Party") from, against, and in respect of any and all losses, damages or deficiencies resulting from any third party claim against any Indemnified Party in connection with the following: (a) any breach of the covenants contained in this Agreement, (b) any Content provided by Client or generated by users of the Store, (c) any claims arising from the sale or license of goods or services in the Store or otherwise in conjunction with the Services, or (d) any breach of this Agreement or any of the documents it incorporates by reference. GalaxyLinq and the other Indemnified Parties’ rights hereunder shall not be limited or offset by any contributory negligence by GalaxyLinq or any other Indemnified Party. In connection with any request for indemnification under this Agreement, the indemnified party must: (i) give the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) grant control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperate with the indemnifying party at the indemnifying party’s expense.
GalaxyLinq, its suppliers and service providers, provide the software, additional software, and services, on an "as is" basis and expressly disclaim any and all express, implied or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement, and warranties arising from a course of dealing, usage or trade practice are excluded. GalaxyLinq, its suppliers and service providers, do not warrant that the software, additional software, or services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy and reliability of their services. Client acknowledges and agrees that this Section is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different.
IN NO EVENT WILL GalaxyLinq BE LIABLE FOR ANY (A) LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF GalaxyLinq HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF GalaxyLinq UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT DURING THE THREE (3) MONTH PERIOD BEFORE THE DATE ON WHICH SUCH LIABILITY AROSE. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, GalaxyLinq WOULD NOT ENTER INTO THIS AGREEMENT.
A. Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the State of Maryland without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Maryland, and each party hereby submits to the personal jurisdiction of such Courts.
B. Legal Compliance. Client shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding its use of the Services.
C. No Agency. Client and GalaxyLinq are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
D. Entire Agreement. This Agreement sets forth the entire understanding and agreement between Client and GalaxyLinq with respect to the subject matter hereof. This Agreement may not be modified or amended by you without the express written consent of GalaxyLinq.
E. Force Majeure. Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.
F. Assignment. Client shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. Client agrees that this Agreement may be assigned by GalaxyLinq, in GalaxyLinq’s sole discretion.
G. No Third Party Beneficiary. Client acknowledges and agrees that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
H. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. GalaxyLinq’s failure to act with respect to a breach by Client or others does not waive GalaxyLinq’s right to act with respect to subsequent or similar breaches. Neither party may waive any right hereunder except expressly and in writing.
I. Construction. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary.
J. Survival. Sections 2 (Services), Section 3 (Ownership and License), 6 (Billing) with respect to any outstanding fees owed for the Services, 7 (Use of Client Data), 8 (Termination and Suspension), 11 (Indemnification), 13 (Disclaimer of Warranties), and 14 (General) shall survive any termination or expiration of this Agreement where necessary for GalaxyLinq to enforce its rights therein.
K. Prohibited Transactions. Client warrants that Client is not, nor is Client acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC"). In addition, Client is not, nor is Client acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Company under this Agreement, and at law and in equity, Client’s breach of this section shall result in immediate termination of the Agreement and forfeiture of any and all Services or amounts previously provided, paid and/or owed to Client under this Agreement.