SECTION 1: WARRANTIES
The CMS Software may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. CMS or its licensors may provide or make available through the CMS Software or as part of the Program, certain web-based applications, certificate-issuance services, CMS services or other services for YOUR USE. CMS and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will CMS or its licensors be liable for the removal of or disabling of access to any such Services. CMS or its licensors may also impose limits on the use of or access to certain Services, in any case and without notice or liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CMS, CMS'S AGENTS AND CMS'S LICENSORS (COLLECTIVELY REFERRED TO AS "CMS") HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CMS SOFTWARE, SECURITY SOLUTION, SERVICERELATED SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS.
CMS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CMS SOFTWARE, SERVICE- RELATED SOFTWARE OR SERVICES, THAT THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL BE COMPATIBLE WITH FUTURE CMS PRODUCTS, SERVICES OR SOFTWARE, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY CMS SOFTWARE, SERVICE-RELATED SOFTWARE OR SERVICES WILL NOT BE LOST, CORRUPTED OR DAMAGED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CMS OR AN CMS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE CMS SOFTWARE, SECURITY SOLUTION, SERVICE- RELATED SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied
upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither CMS nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by any Services.
SECTION 2: LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL CMS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE CMS SOFTWARE, SECURITY SOLUTION OR SERVICES, DIGITAL CERTIFICATES, OR YOUR DEVELOPMENT EFFORTS OR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF CMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In no event shall CMS's total liability to You under this Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).
SECTION 3: SERVER UP AND DOWN TIME + API UPDATES
THIRD PARTY COMPANIES may at any time, and from time to time, with or without prior notice to You (a) modify the APIs, including changing or removing any feature or functionality, or (b) modify, deprecate, reissue or republish the APIs. You understand that any such modifications may require You to change or update Your Applications at Your own cost. THIRD PARTY COMPANIES have no express or implied obligation to provide, or continue to provide, the API and may suspend or discontinue all or any portion of the API at any time. THIRD PARTY COMPANIES shall not be liable for any losses, damages or costs of any kind incurred by You or any other party arising out of or related to any such service suspension or discontinuation or any such modification of the APIs.
SECTION 4: PROOF READING AND SPELLING ERRORS
CMS identities is in no way responsible for spelling errors made in designs created or submitted by or from clients. It is the responsibility of the client to proof read for all documents for errors. CMS will not be responsible for any costs associated with such errors in any way.
SECTION 5: INTELLECTUAL PROPERTY AND SOURCE FILES
CMS identities retains the right to all source files that we custom built. This means original "source files/code" or "working files" we built and designed for any client. Upon purchase of the design or code, the client is automatically given a license to use CMS software or designs once the balance owed is payed in full. Our license does not include any reverse engineering, modification or resale in any way without written consent from CMS Corporate Media Solutions and Identities.
SECTION 6: PRINTING
Terms and Condition of Quotation Our liability for damages, if any, will be limited to the value of CMS IDENTITIES invoice to you. Color: Full color jobs will be printed with Pantone recommended CMYK ink density. If any pantone spot color is used on a CMYK file, there will be no color match guarantee for your spot color. There will be no guarantee on color unless a digital proof is provided to match the job. Time: There will be no Guarantee on time for any jobs we may be producing for you. We will try our best to provide your order on the day you request it, but sometimes due to mechanical breakdown, we may not be able to deliver on time, therefore we will accept no liabilities for any loses that may incur. You are still expected to pay in full for your order. Payments: will be made in accordance with the above Terms of Sale. Payment of service(s) shall at once be due. Any unpaid balance over 30 days will be charged 3.5% per month or 42% per Annum. If no changes are reported within 30 days from the date of this invoice, this invoice shall be deemed accurate. All jobs are printed +/- 10% in quantity. Claims for damages or shortages: must be made within 48hrs after pick-up or delivery. CMS IDENTITIES, is liable ONLY for work that is proof read by the client and signed, if a job is printed and a mistake is found, CMS IDENTITIES., is ONLY liable for a signed proof. Verbal authorization of proof is not accepted and therefore CMS IDENTITES. cannot be held liable. Note: When Job ink coverage is more than 90%, a surcharge of 15% will apply. Paper pricing is subject to change without notice.
PAYMENT AND COLLECTION:
COLLECTION FEES
Should CMS (Corporate Media Solutions and Identities) employ an attorney to collect any amounts due hereunder, Client agrees pay all costs incurred by CMS including, but not limited to, reasonable attorney's fees, court costs and expenses. Also a cheques issued to CMS that are deemed NSF (Non Sufficient Funds) will be charged a $65 NSF fee + applicable interest charges.
INTEREST CHARGES 3 and one half percent (3 1/2%) interest per month will be charged on all past due invoices.
CREDIT CARD COMPLIANCE IMPORTANT NOTICE: CMS takes the protection of our customer's credit card information seriously. To support this effort, the transmission or reception of credit card numbers by email is prohibited by Corporate Media Solutions and Identities (CMS) and the Payment Card Industry Data Security Standards or (PCI-DSS). The transmission of credit card numbers contained within this document is allowed by fax ONLY, not email. If the payment form is emailed, the credit card number field should be left blank and communicated to CMS by telephone or or in person at our head office.