Terms of Use

Actylis

Last Modified: May 2, 2022

Acceptance of the Terms of Use

These terms of use are entered into by and between you (“You,” “you,” “Customer”) and Actylis (“Actylis,” “we,” or “us”). The following terms and conditions, together with any documents they incorporate by reference (collectively, “Terms of Use”), govern your access to and use of the website located at shopActylis.com, including any related software applications, mobile applications, or websites, and including any content, functionality, and services offered on or through any of the preceding (collectively, the “Website”), whether as a guest or a registered user. The Website may allow you to purchase certain products (each a “Product” and collectively “Products”), and these Terms of Use also apply to your purchase, possession, and use of such Products.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://Actylis.com/Privacy-Policy incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. To the extent that your use of the Website, including any purchase or use of Products, is on behalf of a corporation or other entity, whether as an owner, employee, independent contractor, or other personnel, you acknowledge and agree that your acceptance of these Terms of Use is also an acceptance of these terms of use by such entity.

This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that (i) you are of legal age to form a binding contract with Actylis, (ii) you meet all of the foregoing eligibility requirements, and (iii) you are capable of accepting these Terms of Use on behalf of any corporation or entity for which you use the Website. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree that you are responsible for all activities that occur through your account, including any purchases or transactions made using your account. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Products Purchased Through Website

Products available on the Website may include portions or samples of specialty materials, including specialty pharmaceutical, nutraceutical, agricultural, and other specialty chemical materials. Your purchase of Products is subject to the obligations, restrictions, limitations, representations, and other rights or duties set forth in these Terms of Use. Ownership and title to Products, as well as all risk of loss, liability for damages, and other liability passes to you upon shipment of the Products.

With respect to Products, Customer further acknowledges and agrees that:

Products offered on the Website will be associated with an applicable material safety data sheets (“MSDS”). The applicable MSDS will be provided via the Website, provided to Customer upon written request, included with Products when shipped, and/or available via other sources. Customer agrees to only purchase Products after reviewing the applicable MSDS, and to the extent that such MSDS cannot be located Customer agrees to promptly notify Actylis in writing requesting such MSDS.
Certain Products offered on the Website may require that Customer hold certain licenses or meet other requirements in order to purchase, possess, and use. Customer will provide Actylis all such required information, and Customer represents and warrants that such information will be true, correct, and complete, and that Customer will promptly notify Actylis of any change in Customer’s status with respect to any license or other requirements, and in any case will not attempt to purchase any Product for which Customer no longer meets such license or other requirements.
Products offered on the Website are not suitable for end-use without additional reprocessing, preparation, manufacture, or other processing, and that Customer is solely responsible for the performance of such processing, as well as any damages or liabilities arising from the results of such processing, or any failure in performance of such processing.
Certain Products offered on the Website may require that the location to which they are delivered meet certain requirements in order to receive and store such Products. Customer represents and warrants that (i) the shipping information provided by Customer for delivery of the Product is true, correct, and complete, (ii) Customer has reviewed the applicable MSDS for the Product, and (iii) the location that Customer has identified for delivery of the Product has suitable equipment, processes, and procedures in order to receive delivery of the Product in compliance with the requirements of any applicable law, regulation, industry practice, and MSDS.
The form and appearance of received Products may vary from images or other content displayed on the Website in relation to such Products, including those characteristics of the Product itself and/or of the packaging or containers in which the Product is provided to Customer. Customer agrees to carefully review all received Products and any associated MSDS and other information upon receipt of Products and prior to use and storage.

When purchasing Products, Customer must provide a valid and current method of payment, which may include payment through a third party (a “Payment Method”). Customer hereby grants Actylis the permission to use Customer’s Payment Method for completion of any payments for Products, and to provide Customer’s Payment Method to a third-party for completion of any payments for Products as may be needed. All applicable fees and any other charges Customer may incur in connection with the Product purchase, such as taxes, shipping, and other fees will be charged to Customer’s Payment Method upon Customer’s completion of the Product purchase. If Customer’s Payment Method is provided through a third party, additional details related to Customer’s Payment Method may be available from the applicable third party. Customer authorizes Actylis and such third party to charge any Payment Method associated with Customer’s account. Following any update to Customer’s Payment Methods, Customer authorizes Actylis and such third party to continue to charge any newly added or modified Payment Methods, and, to the extent that such newly added or modified Payment Method fails or is unusable for any reason, to continue charging any prior Payment Method.

Customer’s Representations and Warranties

Customer represents and warrants that:

All information that Customer provides through the Website, including all information provided when creating Customer’s account, and when purchasing any Products, is true, correct, and complete, and that Customer will promptly update any information on the Website to ensure that it is true, correct, and complete.
Products are purchased solely for possession and use by Customer, and Customer will not resell any Products or allow a third party to use any Product.
Customer has independently reviewed the Product and all information associated with the Product, including any information available from sources other than the Website, and has determined that the Product is suitable for Customer’s intended use.
Customer’s possession and use of any Product will at all times be in compliance with any information or instruction associated with such Product, including at least any applicable MSDS, and including any MSDS or other information provided via the Website, packaged and delivered with the product, or available via other sources that are generally accepted within the industry as providing such information (collectively, “Product Information”).
Customer will ensure that any parties dealing with, possessing, using, or otherwise exposed to any Product in any way, including any Customer employees, contractors, or other personnel, any Customer guests, invitees or customers, and any other third parties, are advised of and provided with a copy of such Product’s Product Information prior to such exposure and Customer will not permit the use of any Product in any manner other than as prescribed in the Product Information for such Product.
Customer will comply with all applicable laws, regulations, and applicable industry standards including, without limitation, any of the preceding that deal with transport, storage, use, and handling of any Product, occupational safety and health, public safety and health, storage and disposal of chemical materials, and other laws, regulations, or industry standards as may apply.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Actylis, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Actylis. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The name, logo, related terms, product and service names, designs, and slogans are trademarks of Actylis or its affiliates or licensors. You must not use such marks without the prior written permission of Actylis. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate Actylis, an Actylis employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Actylis or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain, from time to time, feedback forms, support request form, and other similar tools and interactive features (collectively, “Interactive Services”) that allow users create, post, submit, publish, display, store, transmit, or otherwise create content or materials that are intended to be shared with Actylis and/or other users, or are otherwise of a non-confidential nature (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you create through the Website will be considered non-confidential and non-proprietary. By creating any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings, or according to the purpose for which you submit such User Contributions.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you create, and you, not Actylis, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions created by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Actylis.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS ACTYLIS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

Unless otherwise stated, the information presented on or through the Website is made available solely for general information purposes and we do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Actylis, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Actylis. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Unless otherwise stated, any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. By purchasing Products on the Website, you consent to our use of the information that you provide in order to complete that transaction, which may include providing your information, such as your name, business name, shipping address, payment information, and other information to third parties providing shipping services, purchase fulfillment services, payment processing services, or otherwise acting on our behalf to complete that transaction.

Online Purchases and Other Terms and Conditions

Purchases and other transactions made through the Website or otherwise resulting from your visit to the Website may result in order confirmations, invoices, and other transaction documents being provided to you via the Website, using the contact information you provide, and/or by packaging with goods or products, and any such transaction document incorporates these Terms of Use. Additional terms and conditions may also apply to specific portions, services, or features of the Website, including terms and conditions of third parties such as payment processors.

Linking to the Website and Social Media Features

You may link to portions of the Website where such functionality is provided, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send emails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Website other than the homepage.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY OTHER WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ACTYLIS NOR ANY PERSON ASSOCIATED WITH ACTYLIS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ACTYLIS NOR ANYONE ASSOCIATED WITH ACTYLIS REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, ACTYLIS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ACTYLIS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY OTHER WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY PRODUCTS PURCHASED ON, THROUGH, OR AS A RESULT OF YOUR USE OF THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, AND WHETHER ARISING FROM THE STORAGE, USE, OR HANDLING OF PRODUCTS BY CUSTOMER, ACTYLIS, OR ANY THIRD PARTY. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ACTYLIS AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO ACTYLIS FOR THE PRODUCT OR SERVICE FROM WHICH LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Actylis, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Use, (ii) your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content and services, or your use of any information obtained from the Website, (iii) any Product purchased through the Website, including your violation of law, you violation of these Terms of Use, or any injury or other damages to your employees, contractors or other personnel, your customers, or any third party.

Governing Law and Jurisdiction

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Actylis of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Actylis to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Actylis regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. To the extent that any term or condition included in any invoice, order confirmation, or other transaction document provided by Actylis conflicts with these Terms of Use, these Terms of Use shall control. Any term or condition included in any Customer order form, payment form, or other transaction provided by Customer will not apply to these Terms of Use, and will be null and void.

Your Comments and Concerns

The Website is operated by Actylis and all feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected]