Terms and Conditions
Please read all of Lantronix Inc.’s, (“Lantronix Connectivity Services”) Terms of Service carefully before ordering cellular phone SIM Cards, data, SMS, CSD and/or voice services (or other mobile network services) or billing services (collectively or singularly referred to as Product, or activating and/or using our website to place orders, make purchases, or utilize our services. By ordering, activating, or using the Service of the Lantronix Connectivity Services, you agree to be bound by the terms and conditions set forth below. Any use of, purchase through, this web site is expressly conditioned on your acceptance of all terms and conditions stated herein and any others that may be available on www.Lantronix.com. DO NOT USE THIS WEBSITE OR PURCHASE THROUGH LANTRONIX CONNECTIVITY SERVICES OR ITS WEBSITE if you do not accept all the terms and conditions stated on this website.
Use of Electronic Contract for Service and Sales. All services, or products, purchased on or through Lantronix
Connectivity Services and/or www.lantronix.com are by electronic format contract that incorporates the below Terms. You, the customer, by virtue of purchase through this website or by any other means, agree to the use of Lantronix Connectivity Services electronic format contract and the terms therein on the date of your purchase(s). Lantronix shall make available your agreement in electronic format upon request. You may request access to these electronic records in either pdf or text formats. At all times, you retain the right to request and receive documents on paper upon request to Lantronix via e-mail at legal@lantronix.com (link sends e-mail) or by fax at +1 (949) 453-7132.
Governing Law, Jurisdiction & Venue of Electronic Contract: These Terms of Service and Sales shall be governed exclusively and construed in strict accordance with the laws of the State of California. You, the customer, by virtue of purchase through the Lantronix Connectivity Services website, agree to submit to exclusive jurisdiction and venue of the state and federal courts of Orange County, California and, expressly waive all defenses to personal jurisdiction without any consideration of conflict of law theories, case law or principles.
Terms of Service
1. Customer acknowledges the purchase of SIM Cards from Lantronix Connectivity Services allows the Customer to subsequently purchase network services from another supplier than LantronixConnectivity Services on the SIM Cards purchased from Lantronix Connectivity Services. If a Customer chooses to use network services from Lantronix Connectivity Services, then these Terms & Conditions will be applicable in full.
2. The Customer agrees that, in the alternative, orders from Lantronix Connectivity Services may be placed by e- mail, fax, written order, or over the telephone, and that these terms and conditions apply to all sales of Lantronix Connectivity Services Products no matter what form of order is placed, be it directly through the website, or in conjunction with the website and through call-in or written orders.
3. The Customer expressly agrees that these Terms & Conditions constitute the entire agreement between Lantronix and the Customer. The Customer acknowledges that in entering into this agreement online or through the mobile app, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
4. Lantronix reserves the right, at its sole discretion, not to supply any Customer order. No Refunds on Products or Services Without Cause.
5. Lantronix Connectivity Services will not offer any refunds or reimbursements for the purchase price of a Product, Service, Service Plan or Product/Device without cause. Should Customers experience problems with their product or service they must first contact our Customer service at https://www.lantronix.com/support/ (for Lantronix Connectivity Services service in the US and outside of the US, respectively) to determine the nature of problem or whether a refund is applicable. Lantronix reserves the right to determine whether a demand for refund is with or without cause
Prices, Payment and Delivery
6. Unless agreed otherwise, the Customer shall bear all costs of shipping products to the Customer, including any re-deliveries or correction to delivery address.
7. There is No Warranty of Product Delivery Date unless specifically agreed by Lantronix in Writing. Lantronix shall undertake best efforts to deliver its products and services within a timely manner. Customer acknowledges and agrees that certain events beyond Lantronix’s reasonable control may exist at any given time. Should it come to the attention of Lantronix that such an event exists, Lantronix shall give reasonable notice of this issue to the Customer and forecast a reasonable delivery date based upon information and best judgment. Upon such notice, Customer hereby waives any claims to damages, pursuant to the Terms of Service and Sales. Lantronix Connectivity Services is not liable for any damages due to delay in delivering any Product supplied to the Customer by a third-party shipping service.
8. Unless otherwise agreed in writing, the prices and time period for the Products will be as advertised and found on www.Lantronix.com or on any site owned by Lantronix Inc. Customer agrees that such listed prices are exclusive of delivery costs, any banking charges attributable to the customer, sales tax and any other applicable taxes.
9. Unless otherwise agreed in writing, payments by the Customer will be made:
a. For physical SIM Cards (including commissioning costs) paid for in advance of delivery.
b. For ‘bundled charges’ including monthly line rental on SIM Cards and billing services – as agreed with the customer, either; billed in advance of the applicable month with payment prior to the beginning of the applicable period, or; billed at the beginning of the period, on a 30 day payment period.
c. For Connection or Data traffic usage or over usage – billed in arrears with a 30-day payment period. If additional charges from the networks are received for a period that has already been billed, the SIM usage report will be re-issued, and the customer invoiced the difference. The Customer may be required to keep sufficient credit on their account to cover future usage.
10. The Customer is responsible for paying all charges posted to its account, including but not limited to, signup fee, activation fee, monthly service fee, usage charges, advanced feature charges, Device charges, shipping and handling, taxes, charges incurred by the Customer’s customers and others. Charges, including disputed amounts, must be paid by the date shown on the invoice. Lantronix Connectivity Services calculates all rates at a minimum of one Kilobyte (KB) depending upon the network, commencing upon the first use of any services being provided. Lantronix Connectivity Services reserves the right to bill at higher increments. Customer agrees that (a) it would be impractical to determine the exact amount of Lantronix Inc.’s damages if you fail to pay promptly, and (b) in the event of such failure, Customer shall pay Lantronix Connectivity Services the amount due plus liquidated damages of one and one-half percent (1.5%) per month (or any portion thereof) of any amount unpaid when due. Liquidated damages shall be eliminated or reduced to the extent permitted by applicable law. If Lantronix Connectivity Services accepts late or partial payments or payments marked “Paid in Full” or similar notations, it will not waive any of Lantronix Inc.’s rights hereunder nor will it constitute an accord or satisfaction.
11. Customer furthermore agrees to pay all charges for Products provided to the Customer including, but not limited to, the payment of all charges for a SIM Card until the SIM Card has been terminated with 30day notice or the contract period has completed (whichever is later), regardless of whether charges were incurred by the Customer or a third-party or as a result of misuse or fraudulent activity.
12. If the Customer disputes any item in an invoice within 30 days, and the invoice or part thereof is subsequently found to be incorrect by Lantronix Connectivity Services, then Lantronix Connectivity Services may credit the customer within 10 business days. Customer agrees that no disputed invoices older than 30 days will be accepted for review by Lantronix Connectivity Services.
13. All payments must be made directly to a designated Lantronix Connectivity Services bank via online bank transfer, fast payment, BACS, CHAPS or international bank transfer. Lantronix Connectivity Services reserves the right to charge a $60 administration charge for monies received in any other form. If any payments due are not received and cleared in Lantronix Inc.’s bank account within the agreed payment terms as above, Lantronix Connectivity Services reserves the right to charge interest charges of 1.5% per month. These charges will be calculated daily and at Lantronix Inc.’s discretion may include interest on interest charges. Late payment invoices may be sent once a week and in such an event may incur a $60 administration charge, at Lantronix Inc.’s discretion.
14. Customer agrees that if he/she/it incurs any past-due unpaid balances, Lantronix Connectivity Services reserves the right to employ a third-party credit recovery agency to recover monies due. Lantronix Connectivity Services is not liable for any detrimental effect (financial or otherwise) if action by the credit recovery agency affects the Customer’s credit rating and/or financial position. Furthermore, the costs, including any legal costs and court fees, incurred in the collection of any overdue payments will be paid by the Customer.
15. In the event any SIMs incur costs or usage that exceed the expected level of consumer use, Lantronix Connectivity Services reserves the right to invoice for these charges separately and the Customer must pay these charges in full within 7 days of the date of the invoice.
16. For amounts due older than 14 calendar days on an ordered Product or Service, Lantronix
Connectivity Services reserves the right without notice to terminate ALL Products on the Customer’s account and charge a re-connection charge of $50 per SIM Card for reconnection and other administration charges that may be incurred.
17. In the event of a significant increase in charges or minimum charges by a supplier or mobile network on Products provided by Lantronix Inc., Lantronix Connectivity Services reserves the right, with 30 day notice, to change its prices for services for that Product. In this eventuality the Customer has a right of termination as set out in clause 42 and 43. Lantronix Connectivity Services may change the charges of specific networks or remove or add any networks at any time without notice so long as this does not materially increase the overall cost or quality of the Product to the Customer.
18. All state and federal sales taxes will be strictly the responsibility of the Customer. If a Customer of Lantronix Connectivity Services resells the Products or includes them within his/her/its own customer services and offers them independent of a direct consumer use, you (the Customer) must collect the appropriate sales taxes from your customers. If you are not reselling the
Products, it is your responsibility to inform us and to pay the sales taxes to Lantronix Connectivity Services. Lantronix Connectivity Services reserves the right to charge sales taxes or historic sales taxes to any customer where the appropriate form has not been provided to Lantronix Inc., in which it is confirmed that you are paying all relevant sales taxes.
Customer Obligations
20. The Customer is responsible for ensuring that any hardware equipment, or software application running on that equipment, that uses a Product provided by Lantronix Connectivity Services complies with any and all requirements of all GSM networks and will not cause any damage or interruption to any mobile phone network. The customer accepts all liabilities for damage or interruption to any mobile phone network caused as a direct result of the hardware equipment or software application running on that equipment. If the Customer is unsure whether the equipment or software being used may cause any damage to a mobile phone network, the customer may request Lantronix Connectivity Services to gain approval prior to use. Whether approval is sought is at the sole discretion of Lantronix Inc.
21. The Customer shall ensure that neither the Customer Content nor the Customer Data or its supply to or use by any End-user pursuant to these Terms & Conditions shall infringe the rights of any third parties or any laws or Regulations (including, without limitation, the European Community Data Protection Directive (95/46/EC), the Directive on Privacy and Electronic
Communications (2002/58/EC), the European Community Electronic Commerce Directive (00/31/EC) and the European Community Distance Selling Directive (97/7/EC), and any national implementations thereof, in any country where any message is originated, delivered or in respect of which any of service provided by the Product are performed.
22. The Customer agrees to comply with reasonable instructions as Lantronix Connectivity Services may require as a part of sale and use of its Products and Services from time to time to notify the
Customer in regard to using the Product. However, even without such instructions, the Customer expressly agrees that he/she/it will not breach any laws, standards or codes, including but not limited to SIM Boxing, or infringe a third party’s rights, or breach any content requirements or codes stipulated by any relevant authority. Furthermore, the Customer shall refrain, and prevent others, from using the Product for any purpose other than that intended by the relevant telecommunications operator, in any way whatsoever, including “annoyance’’,
“spamming’’ or any other form of harassment, creating, or having third parties create,
connections with buy lines (090x numbers) on a large scale or committing criminal offences or use the Product in a way which interferes with other users or harasses or restricts any other user from using or enjoying the Hosting MNO Network or the internet. Customer expressly agrees that he/she/it shall be liable for any damage, costs or usage (at standard overuse rates or rates charged by the network to Lantronix Connectivity Services – whichever is the higher), arising as a result of unlawful or fraudulent use of the Product, regardless as to whether the Customer was aware of such use or not. Fraudulent use includes, but is not limited to, using the SIM in a way that was not agreed with Lantronix Connectivity Services, including via satellite modem, WAP, voice, SMS, USSD and use of an APN which was not provided by and agreed with Lantronix Connectivity Services. Fraudulent use can only be prevented by cancelling the SIM off the network. Once a SIM is registered on the network (SIMs are registered on the network prior to delivery to customer) there may be some services that are impossible to block. Therefore, whilst Lantronix Connectivity Services will endeavor to ensure that all services are blocked when requested, use of any services apart from those agreed with Lantronix Connectivity Services will be deemed to be fraudulent use.
23. The Hosting MVNO or MNO, as a supplier of Lantronix Connectivity Services, has an independent right to claim for damages suffered as a result of the Customer’s failure to comply with Sections 28 & 29 and Customer expressly waives all defenses to jurisdiction and venue of such a claim.
24. To the extent that Lantronix Connectivity Services makes the Customer aware or the Customer becomes aware of any company that provides Products to Lantronix Connectivity Services then the Customer hereby agrees and warrants not to make contact with such company (for example a national mobile network) without Lantronix Connectivity Services’ consent and accordingly there will be a non-circumvention obligation in that regard. It is understood and agreed by the Customer that money damages would not be a sufficient remedy for any breach of this clause and that the Lantronix Connectivity Services shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and the Customer further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for the breach of this clause but shall be in addition to all other remedies available at law or equity to the Lantronix Connectivity Services. The Customer will also ensure that its customers or users will abide with this clause.
25. International Security. Customer represents, warrants and covenants that Customer: (a) is compliant in all respects relevant to this Agreement with all applicable sanction or embargo laws and regulations in effect from time to time, including trade and economic sanctions maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), and any other enabling legislation or government order relating thereto (collectively “Sanction Laws”); (b) is not listed on, or owned or controlled by an entity or person on, the U.S. Department of Treasury list of Specially Designated Nationals or any similar list in place in any jurisdiction where Customer is conducting business; (c) is not located in or organized under the laws of a country subject to U.S. or E.U. trade embargo (collectively, “Restricted Persons”); (d) will take all such steps as prudent to ensure that it will not provide Product to Restricted Persons; and (e) will not use the Product, or allow them to be used, for any purposes prohibited by applicable Sanction Laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology. Notwithstanding any other provision in this Agreement,Lantronix Inc. reserves the right to terminate this Agreement immediately upon written notice to theCustomer if Lantronix Inc. reasonably determines that Customer is not in compliance with this Paragraph 24 or that its actions are causing Lantronix Inc. to be exposed to prosecution or liability for violation of Sanction Laws.
26. In order to preserve the integrity of the network, Lantronix Connectivity Services reserves the right to request the Customer to change the firmware of their device so that it does not stop and start authentication requests and/or data session requests (including retries) more than on average 30 times per hour over any consecutive 12 hour period. If requested, the firmware change needs to be completed within 5 working days otherwise Lantronix Connectivity Services has the right to immediately without notice cease the use of that SIM card and Lantronix Connectivity Services will not be responsible for any consequential or other costs as a result of the SIM’s cessation.
Customer Disclosure
27. The Customer agrees to:
a. the disclosure to any telecommunications company, debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider of any information relating to the Customer’s performance in meeting its obligations under these Terms & Conditions
b. any disclosure as may be permitted by Lantronix Inc.’s Data Protection Act Registration and Data Protection Act or under U.S. law and Regulation.
c. any disclosure required as a result of any order of any court of competent jurisdiction or by statutory authority.
Compliance, Warranties & Liability
28. EXPORT CONTROL LAWS. The export and re-export of Products/materials of this website are controlled by the export laws and regulations of the United States, as they may be amended from time to time. Accordingly, you certify that you are aware of and will comply with all applicable export rules and regulations, including the responsibility to obtain a license for the export or re-export of the Materials to any destination requiring such a license. In addition, the Materials may not be exported or re-exported to Cuba, Iran, Iraq, Libya, Sudan, the Talibancontrolled regions of Afghanistan or to any other country to which the United States prohibits the export of goods, technology or services or to nationals of those countries, wherever located. Moreover, neither the Software nor Materials may be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals maintained by the U.S. government. By downloading the Software and/or Materials you are certifying that you are not a national of one of the above-listed countries or of any other country to which the United States embargoes goods, services or technology and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
29. LANTRONIX CONNECTIVITY SERVICES AND CALEA COMPLIANCE. Be advised that should a request come from governmental or law enforcement agencies, with the authority to require Lantronix Connectivity Services to report information related to your services, or,
should law enforcement request this information or access pursuant to CALEA or the Patriot Act, Lantronix Connectivity Services shall be obligated to cooperate and disclose this information in accord
with the laws of the United States of America and the State of California.
30. INAPPROPRIATE USE AND/OR CONDUCT AS CAUSE FOR TERMINATION OR
BREACH OF AGREEMENTS. Customer agrees to use the Service and/or Device for lawful purposes only. Customer shall not use, or allow any third (3rd) parties to use the Service or the Device in any way that is unlawful, harmful, threatening, libelous, deceptive, fraudulent, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, discriminatory, or other objectionable material of any kind, including, without limitation, material that encourages unlawful conduct. If Lantronix Connectivity Services believes, at its sole discretion, that a customer has engaged in any of the foregoing conduct, Lantronix Connectivity Services reserves the right to (i) immediately suspend or terminate your Service; and/or (ii) forward the offensive materials, your communications with Lantronix Connectivity Services, and your identity and other personal information to the proper authorities for investigation and prosecution. The Customer consents to the forwarding of any such communications and information to these authorities or law enforcement. In the event of such termination, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service.
31. INAPPROPRIATE CONTENT. Customer, and if applicable its resellers, sub-customers and their sub-clients, will be solely liable for any and all liability that may arise out of the content transmitted to any person, whether authorized or unauthorized, using your Service or Device. Customer shall assure that the use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. Lantronix Connectivity Services reserves the right to terminate or suspend your Service and remove your content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Our action, or inaction, under this Section will not constitute any review or approval of your use or content.
32. NO WARRANTIES ON PRODUCTS OR SERVICE. LANTRONIX CONNECTIVITY SERVICES DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES OR MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICES OR DEVICE, ANY TRANSACTION PERFORMED THROUGH THE SERVICES OR ON THE INTERNET GENERALLY, OR AS TO THE QUALITY OF THE CALL OR CONNECTION. LANTRONIX CONNECTIVITY SERVICES SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION, USE OF THE PRODUCTS, SERVICE AND/OR DEVICE. LANTRONIX CONNECTIVITY SERVICES DOES NOT WARRANT THAT THE PRODUCTS, SERVICE AND/OR DEVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE WITHOUT FAILURE,
PACKET LOSS, DEGRADATION OR INTERRUPTION NOR DOES LANTRONIX CONNECTIVITY SERVICES WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR THAT ANY DEFECTS IN THE SERVICES OR MATERIALS WILL BE CORRECTED. NEITHER LANTRONIX CONNECTIVITY SERVICES NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES, DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF LANTRONIX CONNECTIVITY SERVICES’S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY LANTRONIX CONNECTIVITY SERVICES OR OUR AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
33. EXPRESSED LIMITATION OF LIABILITY. IN NO EVENT WILL LANTRONIX CONNECTIVITY SERVICES BE LIABLE TO THE CUSTOMER FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS, DATA OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR MATERIALS, OR ANY TRANSACTIONS
PROVIDED ON THE SERVICE OR DOWNLOADED OR HYPERLINKED FROM THE SITE, EVEN IF LANTRONIX CONNECTIVITY SERVICES OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH, OR HYPERLINKED FROM, THE SITE.
34. MOBILE APPLICATION LIMIT OF LIABILITY. Under no circumstances shall Lantronix Connectivity Services Partners, Suppliers or Licensors be liable for any Indirect, Incidental, Consequential, Special or Exemplary Damages arising out of or in connection with the customers Access or Use or inability to Access or Use the F2M Alerts Application and any Third Party content and services. Whether or not the damages were foreseeable and whether or not Lantronix Connectivity Services was advised of the possibility of such damages. Without limiting the generality of the foregoing Clauses on Liability.
35. INDEMNIFICATION. The Customer agrees to indemnify, defend and hold Lantronix Connectivity Services, its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third party information providers to the Site, Services or Devices from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from Customer’s use of any Services or Devices, including, without limitation, 911 Dialing, or any violation of this Agreement by Customer. The provisions of this paragraph are for the benefit of Lantronix Connectivity Services and its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third-party information providers to the Site, Services or Materials. Each of these individuals or entities shall have the right to assert and enforce these provisions directly against Customer on its own behalf.
General Terms Applicable to All Sales to Customer
36. FORCE MAJEURE Lantronix Connectivity Services shall not be liable for any failure or delay in performing an obligation or service under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omission, laws or regulations, labor strikes or difficulties, computer viruses, war, domestic or international acts of terrorism, transportation stoppages or slowdowns or the inability to procure content, information, service, carriers, product, software, or demonstrations that flow from Force Majeure events. If any of these causes continue to prevent or delay performance for more than 180 days, you may terminate this Agreement, effective immediately upon notice to Lantronix Connectivity Services.
37. COPYRIGHT AND TRADEMARK NOTICE. All corporate names, service marks, logos, trade names, trademarks, websites and domain names of LANTRONIX CONNECTIVITY SERVICES / Lantronix Inc. (collectively “Marks”) are and shall remain the exclusive property of LANTRONIX
CONNECTIVITY SERVICES and nothing in this agreement shall grant Customer or any Third party the license to use such Marks. All Services, Software and Materials found at this Website are protected under U.S. Copyright, or, by and through other intellectual property laws. Any commercial use of the Services Software, and Materials found on the Website is strictly prohibited, without the express, prior, written consent of LANTRONIX CONNECTIVITY SERVICES. Any reproduction or redistribution of the Services and/or Materials not in accordance with the terms set forth herein is expressly prohibited by law, and may result in severe civil and criminal penalties. You may view, copy, and print pages from the Website only (1) for personal use, provided that you maintain all copyright, trademark, and other proprietary rights or notices, (2) as a personal shopping resource, (3) for communicating with LANTRONIX CONNECTIVITY SERVICES about a company product or service, or (4) for placing an order or opening an account with LANTRONIX CONNECTIVITY SERVICES. You expressly agree by your purchase through and use of this site that you will not otherwise broadcast, download, modify, make available to the public, post, reproduce, sell, store, or transmit content from the Website without the prior written approval of LANTRONIX CONNECTIVITY SERVICES. LANTRONIX CONNECTIVITY SERVICES observe U.S. copyright laws, including the Digital Millennium Copyright Act of 1998 in the governance of this site and its rights thereunder.
38. CONTACT INFORMATION: Any and all claims you think you may have against LANTRONIX CONNECTIVITY SERVICES shall be sent to LANTRONIX
CONNECTIVITY SERVICES, in writing, at the following address. In the event you need to contact LANTRONIX CONNECTIVITY SERVICES for any purpose, including but not limited to copyright or trademark infringement claims, you may Connection or send written notice of such claims to the address below. Lantronix, Inc.,7535 Irvine Center Drive, Suite 100, Irvine, California 92618, U.S.A Tel: +1 (800) 526-8766; Tel:+1 (949) 453-3990; Fax: +1 (949) 453-3995Attn: LEGAL
39. ARBITRATION AND LITIGATION: Any legal controversy or legal claim arising out of or relating to the Terms of Use, Terms of Service, or use of the Website, excluding legal action taken by LANTRONIX CONNECTIVITY SERVICES, shall be settled in a court of competent jurisdiction in San Francisco County, California. The federal and state courts of San Francisco County, California shall have exclusive jurisdiction over and venue of any suit arising out of the Terms of Service, Terms of Use, or use of the website, so long as the claim is for less than fifteen thousand dollars ($15,000). Any controversy or claim in excess of fifteen thousand dollars ($15,000) shall be arbitrated pursuant to the rules and procedure of the American Arbitration Association under their Rules and Procedures for Commercials Claims in San Francisco County, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof so long as Arbitration is not prohibited by federal law and regulation. LANTRONIX CONNECTIVITY SERVICES may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco County, California necessary to protect its rights pending the completion arbitration. LANTRONIX CONNECTIVITY SERVICES reserves the sole and exclusive rights to exercise its intellectual property rights under trademark or copyright in the federal district courts of the Southern Federal District of California. Customer agrees not to file a cause of action contrary to this arbitration provision. LANTRONIX CONNECTIVITY SERVICES may recover our reasonable attorney fees and costs from you. You shall file any claim, whether an arbitration claim or not, within six (6) months after such claim or cause of action arose or it shall be forever barred. Notwithstanding anything else to the contrary in the Terms of Use or Terms of Service, LANTRONIX CONNECTIVITY SERVICES shall always have, and retains the right to, pursue legal action of any kind or nature whatsoever in any appropriate jurisdiction in order to protect its interests. NO THIRD-PARTY BENEFICIARIES: LANTRONIX CONNECTIVITY SERVICES and the Customer intend these Terms and this electronic format contract to be solely between themselves and these Terms are not intended for the benefit of any third-party or third-party beneficiary of the services, materials, or products sold by and through this website.
40. NO ASSIGNMENTS BY CUSTOMER, WAIVER OF AUTOMATIC STAY IN
BANKRUPTCY: Customer agrees to not assign its purchases or rights and obligations contained herein without LANTRONIX CONNECTIVITY SERVICES’S prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective. Customer waives its right to an automatic stay in federal or state bankruptcy on amounts owed or payments made by and through this website in the consecutive six (6) months prior to petitioning for any form of bankruptcy protection, or alternatively any action by the Customer for the assignment for the benefit of creditors.
41. MODIFICATION: LANTRONIX CONNECTIVITY SERVICES shall reserve the right to
change our Terms of Service and Sales, including our plans and pricing, from time to time. We shall reserve the right to modify or cancel our service or your account or take corrective action at any time and for any reason, including, but not limited to, your violation of any provision of the Terms of Service. Refer to our website, www.Lantronix.com (the “Website”) for the most recent pricing and an updated copy of Terms of Service.
42. ENTIRE AGREEMENT AND SEVERABILITY OF ELECTRONIC CONTRACT: These Terms of Service and Sales shall represent the entire agreement and understanding of you and LANTRONIX CONNECTIVITY SERVICES regarding any purchase through the website and products and services sold therein. These Terms of Service and Sales supersede all other representations, whether electronically written, or verbal on the day of purchase. In the event the Terms of Service and Sales are inconsistent with any document referenced herein or by any other agreement with LANTRONIX CONNECTIVITY SERVICES related to the purchases made on this website, the Terms of Service and Sales shall control unless LANTRONIX CONNECTIVITY SERVICES has expressly stated otherwise in writing. In the event that a court of competent jurisdiction determines, in a final non- appealable judgment, that any provision of the Terms of Use is invalid, illegal, or otherwise unenforceable, such provision will be deleted and the remainder of the Terms of Use will remain in full force and effect and shall be enforced as nearly as possible in accordance with the stated intention of the parties.
43. SERVICE SUSPENSION & TERMINATION: Either party may terminate this agreement
a. in the event the other has failed to perform any material obligation required to be performed under these Terms & Conditions and such failure is not corrected with thirty (30) days from receipt of written notice advising of such failure from the other party b. by either party in the event that the other party (being a company) enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or shall suffer anything analogous to these matters to occur to him or it.
44. The Customer may terminate this agreement after a period of 30 days in the event of a significant change in price as described in clause 17.
45. Lantronix Connectivity Services may, at any time, immediately suspend all or part of the Product it provides until further notice without incurring any liability:
a. if it is obliged to comply with an order, instruction or request of Government, or emergency services organization, or other competent administrative authority; or
b. needed in order to carry out work related to exceptional upgrading or maintenance of its facilities where those facilities must cease operation; or
c. in order to prevent damage or degradation of Lantronix Inc.’s contracting party’s network integrity which may be caused by whichever reason; or
d. for use of Product and Services that Lantronix Connectivity Services deems, at its sole reasonable discretion, may be illegal; or
e. in order to protect Lantronix Inc.., at its sole discretion, from legal liability which relates to a breach of obligation and/or warranties by Customer; or
f. if any SIM Cards have demonstrated, or incurred a level of usage either in the amount and number of transmissions or costs, that exceeds the expected level of a consumer user; or
g. in case of notifications or signs of fraud or abuse of service from suppliers or others; or
h. the services of one or more of the Network Operators upon which the provision of the Product hereunder is dependent suspends its provision of those services to Lantronix Connectivity Services under the terms of its or their relevant agreement(s) with Lantronix Inc..; or
i. if payments have not been made in accordance with these Terms & Conditions.
j. by Lantronix Inc. by immediate notice in the event that the Customer is in material breach of its obligations under Clause 19, 20, 21, 24, 25 or 27 above. These Terms are effective as of 5th November 2020. Lantronix Inc. reserves the sole and exclusive right to modify these Terms of Service and Sales at any time. Any modifications to these Terms shall carry an updated effective date and apply to all purchases as of that date. Terms applicable for purchases shall apply on the date of orders by the Customer to Lantronix Connectivity Services through the website or by e-mail confirmation.
Lantronix ONLINE PURCHASE Terms and Conditions
The following are the terms and conditions (“Terms”) under which Lantronix, Inc. (“Lantronix”) sells its products (“Products”) to a purchaser (“Purchaser”) of such Products. In the case of purchases and sales of Products over the Internet or through online means, the provisions of Sections 12 through 17 noted below regarding “Online Transactions” shall also apply.
THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN PURCHASER AND LANTRONIX WITH RESPECT TO PRODUCTS. EACH PURCHASER EXPRESSLY REPRESENTS AND WARRANTS THAT (i) THE PURCHASER HAS READ, UNDERSTOOD, ACCEPTED AND AGREED TO EACH AND EVERY OF THE TERMS AND CONDITIONS SET FORTH BELOW; (ii) IS AT LEAST 18 YEARS OF AGE; (iii) HAS THE POWER AND AUTHORITY TO ENTER INTO THE TERMS. IF ANY USER OR PERSON DOES NOT AGREE TO ACCEPT EACH AND EVERY OF THE TERMS AS SET FORTH HEREIN, PLEASE DO NOT ORDER, OR PURCHASE, ANY LANTRONIX PRODUCTS.
1. GENERAL. Lantronix reserves the right to reject, cancel or invalidate any order if, in its sole and absolute discretion, it cannot fulfill the order for any reason whatsoever. The preceding sentence shall apply regardless of whether any online or electronic mail confirmation indicates to the contrary. The Terms will become binding upon Lantronix for any order only when the order is fulfilled by Lantronix, provided that liability under Section 2 below and the remainder of these Terms shall be immediate for Purchaser upon its online or electronic submission, entry or delivery of any order, or submissions of any purchaser order or similar document to Lantronix. Any deviations from these Terms are not valid unless expressly confirmed in a signed writing by Lantronix. The parties reject any and all terms and conditions that are supplemental to these Terms unless expressly approved in a signed writing by Lantronix. No course of prior dealing, business practices (whether existing, past or future) of Lantronix with respect to sales of Products through online, offline or other channels or means, or industry practices, will modify, supplement or explain the Terms used herein. Once an order is submitted by a Purchaser, no such order is cancelable, terminable or deferrable by Purchaser for any reason whatsoever, unless expressly approved in writing by Lantronix. All Purchasers are advised that Products are not designed for use in life support equipment or activities. Malfunctioning of Products can be expected to result in a personal injury. Purchasers using or selling such Products for use in life support equipment do so at their own absolute risk and hereby agree to fully indemnify and hold harmless Lantronix and any manufacturer of such Product for any Losses (defined herein) resulting from such use or sale.
2. PAYMENT. Prices for Products are quoted and payable in U.S. dollars. Payment for each purchase shall be made (i) in advance, (ii) COD, or (iii) by letter of credit satisfactory to Lantronix (in its sole and absolute discretion), until such time as Purchaser shall provide Lantronix with evidence of Purchaser's good credit rating that is satisfactory to Lantronix in its discretion (collectively (i) through (iii) are the “Original Payment Terms”). Thereafter, upon Lantronix’s written confirmation of the same, payment shall be made within thirty (30) days from the date of any shipment on each order (without regard to scheduled delivery of other orders). Invoices not fully paid within thirty (30) days of invoice date are subject to a service charge of one and one‑half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less, (or any fraction thereof for partial months) on outstanding balances until fully paid. In the event that Purchaser fails to make timely payments of invoices, then in Lantronix’ sole and absolute discretion, the terms of payment shall revert, upon written notice to Purchaser, to being due for Products under the Original Payment Terms. Should Purchaser choose to wire transfer funds, Purchaser shall bear all costs of the same and may not net such costs against any amount owed to Lantronix. Checks will be accepted for payment, subject to collection of the funds, and the date of collection shall be deemed the date of payment for the purposes hereof. Purchaser shall be responsible for all costs incurred by Lantronix in order to recover payment of unpaid amounts, including (without limitation) all costs and legal fees. Payment received from Purchaser may be applied by Lantronix against any amount owing by Purchaser to Lantronix under the Terms or any other agreement or obligation, regardless of any statement or invoice referring to such payment; provided, that application of such payment by Lantronix to amounts due hereunder or under any other agreement or obligation of Purchaser shall not discharge Purchaser's liability for any additional outstanding amounts owed by Purchaser to Lantronix. Acceptance by Lantronix of any such payments shall not constitute a waiver of Lantronix' right to pursue the collection of any remaining balance owed to Lantronix under the Terms or any other agreement or obligation. Without limiting the foregoing, Purchaser agrees to pay the entire amount of each order without any offset or deduction therefor. The prices charged to Purchaser for any Product shall be the highest prevailing Lantronix rate for such Product, subject to Lantronix’ sole and absolute discretion and may be increased or decreased by Lantronix in its sole and absolute judgment (including, but not limited to, in the event of any increase in the cost to Lantronix of supplies, raw materials, labor, services, or any other increase whatsoever resulting from any governmental action or any other cause beyond Lantronix' control); provided, that such price increase(s) shall not apply to any Products that have been already delivered to Purchaser. Prices are exclusive of any taxes, fees, duties, VAT, withholding duties, other amounts due for sale, licensing or delivery of the Products, or other similar amounts (collectively, “Taxes”). Any and all Taxes shall be paid by Purchaser to Lantronix, and must be remitted to Lantronix along with the payment for the applicable Product order.
3. DELIVERY. Delivery will be F.O.B. Lantronix or its designated shipping facility. Purchaser shall pay any and all freight, shipping and any other affiliated charges or duties associated with delivery of Products. Payment for delivery and shipping costs will be due and must be remitted to Lantronix along with the payment for the applicable Product order. Purchaser assumes any and all risk of loss upon delivery of any Products by Lantronix to the common carrier. Insurance will not be provided by Lantronix on any Products while in transit unless instructions to the contrary are clearly marked on the face of Purchaser’s order and Lantronix has accepted the same in a signed writing. If insurance is provided, Purchaser will be charged at the time of purchase for all insurance at the rate Lantronix is charged by the carrier being used. If Purchaser requests insurance but does not select a carrier, Lantronix will select the carrier. Lantronix does not assume liability in connection with the shipment nor shall the carrier be construed to be the agent or representative of Lantronix. Lantronix will make commercially reasonable efforts to deliver, but makes no promises or guarantees whatsoever. If Purchaser specifies the carrier in writing to Lantronix, then Lantronix will ship the Products under such carrier, provided that costs and expenses of such carrier (including, but not limited to, insurance) will be charged to Purchaser. If Purchaser has requested to pick up Products, Lantronix shall have the right to ship any Products not picked up within three (3) business days of notification that the Products are available for pickup. Delivery of the first installment of any Products within thirty (30) calendar days after the date specified in any order accepted by Lantronix hereunder shall constitute timely delivery. Thereafter, delivery to Purchaser shall be deemed timely, unless prior to shipment by Lantronix, written notice(s) of cancellation is received from Purchaser. If there is a delay in delivery of an installment hereunder, such delay shall entitle Purchaser to cancel that installment only (subject to any terms to the contrary herein that would restrict even the cancellation of that installment) without any other liability thereof to Lantronix. Claims of late delivery are barred hereunder unless made prior to receipt of Products. The receipt of any Products shall automatically and irrevocably constitute a waiver of any claim that they were delivered late. Purchaser has a duty to immediately inspect any Products delivered to it and to give written notice to Lantronix of any defects found immediately after inspection by Purchaser. Products shall be deemed accepted by Purchaser upon receipt of shipment. Products will be packed and prepared for shipment in the sole and absolute discretion of Lantronix. Lantronix may ship partial shipments of any order at its sole and absolute discretion. Lantronix is under no obligation to provide notice of any expected delay for any shipment or delivery. Any Products may be shipped or delivered early at any time at the discretion of Lantronix without any liability thereof to Lantronix. Any estimates of shipping or delivery dates displayed or discussed online are preliminary good-faith estimates and shall in no way be binding or create any representation or warranty by Lantronix. If Purchaser is permitted by Lantronix to reject any Products delivered hereunder, Purchaser’s only remedies are to: (i) return rejected Products for full credit at the price charged (excluding shipping and transportation costs); or (ii) accept a conforming portion of any shipment; or (iii) have rejected Products replaced by Lantronix. Notwithstanding anything to contrary herein, orders for Products that are not listed in Lantronix’ current price book, including, but not limited to, semi-custom or custom product that have special markings, have received special testing, or are specifically manufactured for Purchaser, may not be cancelled except under the provisions of a prior written agreement between Purchaser and Lantronix that sets forth the cancellation charges to be paid by Purchaser in the event of cancellation. If the above prior written agreement is not in place the charges shall be 100%, and payable in full by Purchaser.
4. SECURITY INTEREST. Purchaser hereby grants Lantronix a first position, priority security interest in any and all Products, and any other property into which the Products as collateral may be converted (including, but not limited to, monies received from a resale or distribution of such Products, if a resale or distribution is otherwise permitted, or any product into which Products are combined, incorporated or used), until full and complete payment (including, but not limited to, any applicable interest and other fees due) is made to Lantronix. Purchaser further hereby names and appoints Lantronix as its attorney‑in‑fact to file a financing statement under California Commercial Code Division 9, effective on the date of any order hereunder, relating to Products, and to take any other action to perfect the first position, priority security interest of Lantronix in such Products.
5. WARRANTIES. If the Product consist of software produced by Lantronix (“Software”), Lantronix warrants only that for a period of sixty (60) calendar days from the date of shipment of the Product, that such Software will operate substantially according to Lantronix specifications (if such Software is used in accordance with instructions provided by Lantronix); in the event that any Software fails to meet the aforementioned warranty, the sole, exclusive and only obligation of Lantronix shall be to replace such unit with another unit of the same Software following the Purchaser’s return to Lantronix of the defective Software (collectively, the “Limited Warranty”). Purchaser is responsible for the costs and expenses associated with any return under the Limited Warranty. Lantronix shall be responsible only for that freight associated with any replacement Software being returned to Purchaser. Lantronix warrants Products of its manufacture, excluding Software, to be free from defects in material and workmanship for the period of time stated on the specific Product (“Product Warranty”); see web link below for more information. Lantronix will transfer to Purchaser any transferable warranties that Lantronix receives from the manufacturer (if not Lantronix) of the Product. In the event of a breach of this Product Warranty, Lantronix' liability shall be limited (at Lantronix' sole option and election) to (i) refund of Purchaser’s purchase price for such affected Products (without any interest or other compensation or expenses therefor), (ii) repair of such Products, or (iii) replacement of such Products; provided that in each case, such Products must be returned to Lantronix within the applicable warranty period, pursuant to Lantronix’ prevailing RMA policies (such policies are available upon request from Lantronix). Prior to the return of any Product, Purchaser must have contacted Lantronix and obtained a return material authorization (RMA) number. Except for repaired Products returned to Purchaser pursuant to (ii) above, all other Products (and parts thereof) returned to Lantronix shall become the sole and exclusive property of Lantronix. The Product Warranty does not cover neglect, normal wear and tear, damage caused by the user or damage caused by improper installation, repair or modification of Products, or failure to maintain Products in accordance with Lantronix' or the manufacturer’s applicable instructions. Any service requested by a Purchaser related to problems not covered by the Product Warranty will be subject to an additional charge and will be separately billed to Purchaser at Lantronix' prevailing standard rates for time and materials. Other than as expressly stated herein, Lantronix makes absolutely no other warranty whatsoever (express, implied or otherwise) with respect to any Software, Products, these Terms or otherwise. WITHOUT LIMITATION TO THE FOREGOING, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN, LANTRONIX SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION): INFRINGEMENT; TITLE; MERCHANTABILITY; OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE OF ANY PRODUCT OR SOFTWARE. Except as expressly set forth herein, Lantronix’ prevailing warranty policies posted on its website shall apply to and govern warranties related to Products under the Terms (such policies are located at http://www.lantronix.com/support/warranty.html); provided, that in the event of any conflict or inconsistency between the warranty policies noted in these Terms and those warranty policies posted on the Lantronix website, the former shall prevail and control.
6. EQUIPMENT CHANGES. Lantronix may, at its sole and absolute discretion, and without any notice thereof to Purchaser before or after the applicable order, make any changes to any equipment used with respect to any Product (including, but not limited to, as such changes may relate to design, manufacturing, production or testing of Products) that: (i) do not affect physical or functional interchangeability of the Product; or (ii) allow any Lantronix equipment to perform at a higher level of assembly, or (iii) are required for reasons of health or safety, or (iv) are necessary to meet any equipment specifications.
7. EXPORT. Purchaser understands that Lantronix Products are subject to regulation by governmental agencies of the United States, including, but not limited to: the U.S. Department of Commerce; the Treasury Department’s Office of Foreign Assets Control (OFAC); and, the International Traffic in Arms Regulations (ITAR). Purchaser agrees to comply with all export and re-export control laws and regulations. Specifically, Purchaser represents that it is not located in Cuba, Iran, North Korea, Sudan, or Syria and that Purchaser is not a listed entity on any of the prohibited party lists including the Commerce Department’s Denied Persons List, Entity List, and Unverified Parties List; the Treasury Department’s List of Specially Designated Nationals List, and the State Department’s list of debarred parties. Purchaser also covenants that it will not export, directly or indirectly, or sell, re export, transfer, divert, or otherwise dispose of any Product, software or technology (including products derived from or based on such technology) received from Lantronix to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
8. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary herein, in no event shall Lantronix be liable (regardless of the theory of liability) for: (a) any special, consequential, incidental or punitive damages (including, without limitation, for lost profits or revenues), even if Lantronix was informed of the possibility of such damages, related to, in connection with or arising from the Terms or Products; or (b) total cumulative liability hereunder in connection with, related to or arising from the Terms or Products in amounts greater than the amount actually paid by Purchaser to Lantronix hereunder. The parties expressly acknowledge and agree that the limitations of liability set forth in this paragraph are an essential part of the Terms, and in the absence of such limitations, the economic terms of the Terms would have been substantially different than provided herein and/or the parties would not have agreed to the Terms.
9. INDEMNIFICATION. Purchaser (“Indemnitor”) will, at its own expense, defend, indemnify and hold harmless Lantronix, its subsidiaries, affiliates, manufacturers and agents, and their respective officers, directors, shareholders, agents, representative, contractors, employees and customers (each, an “Indemnitiee”, and collectively, “Indemnitees”) from and against any and all loss, cost, expense, damage, claim, demand, or liability, including (without limitation) reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred by, or demanded of, an Indemnitee (collectively, “Losses”), arising out of, resulting from or occurring in connection with: (a) the Indemnitor’s gross negligence, bad faith, willful misconduct, breach of any of the terms of these Terms or violation of any applicable law, rule or regulation; (b) violation of any other third-party intellectual property right, or other property or personal right; (c) the Indemnitor’s marketing, installation, sale or support of any Product; or (d) any use or sale of the Products in life support equipment. Indemnitee shall have the exclusive right to control, with counsel of its own choosing, the defense and/or settlement of any Losses.
10. ADVICE/TRAINING. Any technical advice offered or given (whether online or offline, or whether by written, oral or visual discussions or presentations) by Lantronix to Purchaser for any Products is only as a free accommodation to Purchaser. Lantronix shall have absolutely no responsibilities or liabilities whatsoever therefrom. Purchaser acknowledges and agrees that no installation, training or education is provided under the Terms, unless specifically agreed in writing by Lantronix. If Purchaser receives any training from Lantronix, such training is personal to the persons receiving such training. Purchaser acknowledges and agrees that any persons receiving such training may not be capable of operating the Products.
11. MISCELLANEOUS. a) The Terms contain the entire agreement between the parties and supersede any prior or contemporaneous oral or written agreements or understandings (express, implied or otherwise) between the parties relating to the purchase of Products by Purchaser. b) The Terms may not be modified, amended or cancelled without Lantronix' prior written consent; provided, that Lantronix may, in its sole and absolute discretion, modify or change any aspect of the Terms at any time, effective upon notice to Purchaser or by (i) mailing or electronically sending the change or updated Terms or (ii) by posting the change or the updated Terms on the applicable website or online platform/exchange of Lantronix. The end of these Terms specifies when the Terms were last revised. Purchaser must periodically review the Terms to ensure that Purchaser is in compliance with any ongoing changes or modifications that are made to the Terms. Lantronix reserves the right, but has no obligation, to modify the Terms as it applies to any specific Purchaser, provided that any and all such special modifications must be in a signed writing between Lantronix and the applicable Purchaser. Any specialized modifications so made shall apply exclusively and only to the Purchaser that is a party to such written agreement. c ) No delay, failure or omission to exercise any right, power or remedy accruing to Lantronix under the Terms (or its breach or default thereof by Purchaser) shall impair, or be deemed a waiver of, any such right, power or remedy of Lantronix. d) If any provisions hereof shall be held unenforceable by a court of competent jurisdiction, then (i) the remaining provisions shall remain unaffected and in full force and effect, and (ii) such unenforceable provision will be enforced to the maximum extent permissible under the circumstances so as to effectuate the original intent of the parties with respect to such provision. e) The Terms shall be construed and enforced in accordance with the internal laws (excluding any conflicts of law provisions) of the State of California applicable to contracts wholly executed and to be performed therein. The parties agree that the United National Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions shall not apply to the Terms. f) No Dispute arising from or related to the Terms shall be instituted by Purchaser more than one (1) year after the cause of action has accrued. Any claim, controversy, action, dispute, suit or proceeding arising out of, related to, or in connection with these Terms (each, a “Dispute”) shall be brought in the state and federal courts in Orange County, California. Purchaser hereby expressly consents to the exclusive venue and personal jurisdiction of such courts. The prevailing party in any Dispute shall be entitled to recover its reasonable expenses, including (without limitation) attorneys’ fees and court costs. g) The rights and remedies of Lantronix hereunder are cumulative and may be exercised singularly or concurrently without prejudice thereof to Lantronix. h) The Terms create no rights or benefits enforceable by any third party. i) Lantronix will not be liable for any delay or failure to perform acts due to causes beyond its control (including, without limitation, fire, flood, strike, civil disturbance, terrorism, war or Acts of God). If any such circumstances occur, Lantronix shall provide notice to Purchaser and Lantronix’ time for performance will be extended for a period of time equal to the duration of the delay or default caused. (j) The Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors and permitted assigns. Neither the Terms, nor any rights or obligations hereunder, may be assigned or otherwise transferred by Purchaser without the prior written consent of Lantronix. Any attempted assignment in violation of this paragraph shall be null and void. Purchaser shall be deemed to have consented to the Terms and each and every provision herein by submitting an order for any Product to Lantronix. k) Purchaser shall be deemed to have signed and accepted the Terms by any of the following: its electronic signature, placement of an order, or submission of payment information for any order; provided, that any and all Orders shall nevertheless be subject to Lantronix’ acceptance thereof . l) The article, section and paragraph headings used herein are for convenience only and shall be of no effect in construing or interpreting the Terms. m) The Terms shall be interpreted as having been drafted together by each of the parties and duly reviewed by each party with the assistance of its respective legal counsel. n) Nothing in the Terms will be construed to constitute an agency, partnership, joint venture or employer-employee relationship between the parties. Neither party has the power, and will not hold itself out as having the power, to act for or in the name of, or to bind, the other party. o) Unless otherwise stated herein, any notices hereunder shall be in writing and be delivered by hand or mail to the principal place of business of the recipient and shall be deemed given upon delivery, if by hand, or three (3) business days after mailing if by certified first class postal mail, return receipt requested; provided, that Lantronix may (in lieu of notice by hand or mail) in any instance provide notice to Purchaser via electronic mail, which notice shall be effective immediately upon Lantronix’ electronic dissemination of such notice. Either party may change its address for receipt of notice to the other party by delivering notice of such change pursuant to this paragraph.
12. PRIVACY. Prior to providing any personal information, please review the Online Privacy Policy, which is hereby incorporated by reference. Purchaser understands that all personal information provided by or to Lantronix will be subject to the terms and conditions of the Privacy Policy. Purchaser agrees and warrants that any and all of Purchaser’s personal information provided to Lantronix is true, correct and complete, including, but not limited to, Purchaser’s name, physical or electronic mailing address, phone number, fax number, credit/debit/check card and other information requested (and the Purchaser agrees to update any and all of the same for so long as these Terms are in effect). Purchaser acknowledges and agrees that Lantronix may disclose information that Purchaser provides if required to do so by any applicable law, rule or regulation, or if Lantronix, in its sole and absolute discretion, believes that disclosure is reasonable or necessary to (1) comply with any applicable law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law, rule or regulation); (2) protect or defend the rights or property of Lantronix or any third party; (3) to facilitate completion of any transaction requested by Purchaser.
13. ONLINE TRANSACTIONS. (a) This Section 13 (and Sections 14 through 17 below) shall apply only in the case of purchases and sales of Products over the Internet or through online means (“Online Transactions”). Except as set forth in this Section 13 and/or Section 14 through 17 below, the other provisions of these Terms shall apply in full force and effect to all Online Transactions (where, and, as applicable). In the event of any conflict or inconsistency between the provisions of Sections 13 through 17 of the Terms, on the one hand, and any other provisions of the Terms, on the other hand, the former shall prevail and control. EACH PURCHASER OF PRODUCTS THROUGH ONLINE TRANSACTIONS EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE PURCHASER HAS READ, UNDERSTOOD AND ACKNOWLEDGES THAT THE PURCHASER IS ALSO BOUND BY THE TERMS OF USE.
(a) Notwithstanding anything to the contrary in Section 3 above, the following provisions of this paragraph shall apply to all Online Transactions: THERE IS NO GUARANTEE OR WARRANTY BY LANTRONIX THAT PRODUCTS WILL BE DELIVERED TIMELY OR IN ANY SPECIFIC TIMEFRAME; IF PRODUCTS ARE NOT AVAILABLE OR ARE SOLD OUT, DELIVERY MAY BE SUBSTANTIALLY DELAYED. Purchaser expressly understands and agrees that Lantronix may deliver products at any time in its sole and absolute discretion, without incurring any penalty or liability therefrom.
(b) Notwithstanding anything to the contrary in Section 2 above, the following provisions of this paragraph shall apply to all Online Transactions: All payments are due at the time of online purchase submission by Purchaser, and shall be made by credit card, debit card, check card, or other payment option offered to Purchaser by Lantronix (in its sole and absolute discretion). Purchaser agrees (i) to pay its applicable credit card provider for any purchases of Products made via credit card; (ii) to allow debit or withdrawal of funds from its applicable account for any purchases of Products made by debit or check card; and (iii) not to initiate any process for refund, chargeback, voiding of transactions, or other actions or activities to invalidate the purchase order for any payment for Products, for any Products purchased by any credit card, debit card or check card. Payments that are fraudulent, contain incorrect or incomplete information, are rejected by the card processor, are uncollectible, or are otherwise not duly remitted to Lantronix as required by Lantronix, may be subject to a service charge of one and one‑half percent (1.5%) per month or the maximum amount permitted by law, whichever is less, (or any fraction thereof for partial months) on outstanding balances until fully paid and cancellation and/or delay in fulfillment of the applicable Product order. No form of payment (such as, without limitation, check, wire, electronic transfer, etc.) will be accepted unless specifically offered online by Lantronix or agreed to in a signed writing by Lantronix in each instance (and subject to any additional terms and conditions provided by Lantronix that may apply to such form of payment).
(c) Notwithstanding anything to the contrary in Sections 1, 2, 3 and 5 above, the following provisions of this paragraph shall apply to all Online Transactions: other than for breaches of warranties as specified in “Warranties” below, no refunds, returns or exchanges of Products will be permitted for Online Transactions, and ALL SALES OF PRODUCTS THROUGH ONLINE TRANSACTIONS ARE FINAL; provided, that Lantronix’ prevailing return policies posted on its website shall apply to returns related to Products under the Terms (such policy is located at http://www.lantronix.com/support/warranty.html).
14. EXISTING AGREEMENTS. Each Purchaser, as an online user accessing the websites and domains of Lantronix, is subject to and shall abide by: (a) the Lantronix, Inc. Terms of Use (“Terms of Use”), as modified and updated from time to time, and currently available at http://www.lantronix.com/about/terms.html (The Terms of Use govern each online user’s, including (without limitation) each Purchaser’s, use of and access to Lantronix websites and domains (including, but not limited, to sub-domains thereof)); (b) the Online Privacy Policy (“Privacy Policy) of Lantronix, as modified and updated from time to time, and currently available at http://www.lantronix.com/about/policies.html#privacy (the Online Privacy Policy applies to the collection and use of personal information obtained from online users, such as, without limitation, Purchasers; for the purposes hereof, the definition of “Services” in the Privacy Policy shall be deemed to include the online purchase and sale of Products by Purchaser); and (c) any and all other applicable Lantronix policies (“Other Policies”), as modified and updated from time to time, and currently available at http://www.lantronix.com/about/policies.html (such policies may include, without limitation, Web Communications Policy, Environmental Policy Statement, ISO Registration, Warranty Policy and RoHS and WEEE). In the event of any conflict between the Terms and the provisions of any of the Terms of Use, Privacy Policy and/or Other Policies, the Terms shall prevail and control (but only to the limited extent of such conflict). Except as set forth in the preceding sentence, each and all of the provisions of the Terms of Use, Privacy Policy and Other Policies are hereby reaffirmed and shall be in full force and effect in their respective application to Purchaser.
15. ONLINE REGISTRATION. Lantronix may, in its sole and absolute discretion, require that any Purchaser register for an account or receive pre-approval (or otherwise be subject to pre-screening by Lantronix) before submitting a purchase order for Products through Online Transactions hereunder. Registration, approval or screening shall be conducted in Lantronix’ sole and absolute discretion and Lantronix may reject, deny or remove Purchaser from purchasing Products of Lantronix over the Web. In order to purchase Products through Online Transactions hereunder, Purchaser must submit to Lantronix (or any Lantronix-designated third party payment processor) information for billing and payment purposes, including (without limitation) a valid credit card number with available credit sufficient to pay fees and associated charges and expenses for all Products ordered in Online Transactions hereunder, and other information required by Lantronix (in its sole and absolute discretion). All such payment information submitted to Lantronix must be current, complete and accurate and Purchaser is responsible for updating such information should it ever become reasonably necessary. Further, Purchaser authorizes Lantronix (or such third party payment processing entity designated by Lantronix) to take any and all reasonable actions needed to verify the authenticity and validity of any credit card number provided by, or on behalf of, Purchaser. Under absolutely no circumstances whatsoever will Lantronix be liable for any overdraft charges or over-the-limit credit/debit/check card fees or expenses, regardless of the fault, acts, omissions or negligence of Lantronix thereof, that are incurred by Purchaser.
16. ONLINE ACCOUNTS. At Lantronix’ sole and absolute discretion, a Purchaser may receive a unique username and password (and an option to change the same). Purchaser is solely and exclusively responsible for maintaining the confidentiality and security of such usernames and passwords. Moreover, each Purchaser is responsible and liable for any and all activities that occur under his, her or its applicable account. Lantronix must be notified in writing immediately in the event of any unauthorized use or access to any account or any breach of account security. However, regardless of such notification, Lantronix will under absolutely no circumstances whatsoever be liable or responsible for any loss that is incurred as a result of any unauthorized use or access to any account (regardless of any party’s fault or wrongdoing).
17. SPECIAL PRODUCTS. The Terms shall apply to online purchases and sales of extended warranties, advanced replacement and technical support services provided by Lantronix. Such extended warranties, advanced replacement and technical support services shall be included in the definition of “Products” hereunder and online purchases and sales of the same shall be governed by the applicable provisions of the Terms. Extended warranties, advanced replacement and technical support services shall be subject to prevailing Lantronix policies for the same (such policies can be found at http://www.lantronix.com/support/warranty.html and http://www.lantronix.com/support/service-select.php). In the event of any conflict or inconsistency regarding extended warranties, advanced replacement and technical support services between the provisions hereof and such policies, the policies shall prevail and control. The prices and fees for extended warranties and technical support services may be quoted, list and sold separately or may be sold in connection or conjunction with the sales of other Products.
18. LAST REVISED. These Terms were last revised as of November 7, 2013.