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TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY
THESE TERMS AND CONDITIONS OF SALE APPLY TO ANY AND ALL PURCHASES OF PRODUCTS OR SERVICES BY YOU ("CLIENT") FROM NIRIX
INC. ("NIRIX TECHNOLOGY").
BY PLACING AN ORDER ON NIRIX TECHNOLOGY'S WEBSITE (THE "SITE") OR, IF CLIENT PLACED AN ORDER BY OTHER MEANS, BY ACCEPTING
DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN NIRIX TECHNOLOGY'S INVOICE OR OTHER NIRIX TECHNOLOGY DOCUMENTATION,
CLIENT ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN, UNLESS CLIENT AND NIRIX TECHNOLOGY HAVE SIGNED
A SEPARATE WRITTEN AGREEMENT OF PURCHASE AND SALE, IN WHICH CASE SUCH AGREEMENT WILL GOVERN.
Documents
Governing Law
Risk of Loss
Export Sales
Warranties
Pricing Information; Availability Disclaimer
One Time Fees
Limitation of Liability
Arbitration
Orders; Payment Terms; Interest; Taxes
Return Privileges
Damaged Products
Usernames, Passwords and PIN Numbers
Use of Personal Information
Contacting NIRIX TECHNOLOGY
Documents
These terms and conditions of sale, together with your order information, constitute the entire agreement between Client
and Nirix Technology with respect to the purchase of products or services by Client from Nirix Technology on the Site
and constitute a binding contract between Client and Nirix Technology. Any additional or different terms in any forms
delivered by Client are hereby deemed to be material alterations and notice of objection to them and rejection of them
is hereby given and any such attempt to alter, modify or replace these terms and conditions will be null and void and
of no effect, unless explicitly agreed to by Nirix Technology in writing.
Client consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected
to the Internet; individual consumers may withdraw consent to receiving electronic records Nirix Technology at the
address provided below.
Client may issue a purchase order for administrative purposes only. Any terms and conditions contained in any such
purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be
relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto.
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Governing Law
THESE TERMS AND CONDITIONS OF SALE AND ANY TRANSACTION CONTEMPLATED HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE
PROVINCE OF ALBERTA, AND THE APPLICABLE LAWS OF CANADA, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES
WHICH MIGHT REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION. ANY LITIGATION OR ARBITRATION WILL BE BROUGHT
IN EDMONTON, ALBERTA. CLIENT CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND PROVINCIAL COURTS LOCATED IN
EDMONTON, ALBERTA AND WAIVES ANY OBJECTION RELATING TO IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY
PROCEEDING IN ANY SUCH COURT. CLIENT FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH
RESPECT TO ANY SUCH PROCEEDING.
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Risk of Loss
If Client provides Nirix Technology with Client's carrier account number or selects a carrier other than a carrier that
regularly ships for Nirix Technology, title to products and risk of loss or damage shall pass from Nirix Technology to
Client upon shipment from Nirix Technology's facility. For all other shipments, title to products and risk of loss or
damage shall pass from Nirix Technology to Client upon receipt by Client. Notwithstanding the foregoing, title to any
and all software products will remain with the applicable licensor(s) and Client's rights therein are contained in the
license agreement between such licensor(s) and Client. Nirix Technology retains a security interest in the products
until payment in full is received. Client will be responsible for all shipping and related charges.
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Export Sales
Products obtained from Nirix Technology by Client may be subject to Canadian and/or U.S. government export control laws
and regulations. Client will comply with such regulations whenever it exports or re-exports controlled products or
technical data obtained from Nirix Technology. In addition, Client acknowledges that, manufacturers' warranties for
products may vary or may be null and void for products exported or used by Client outside of Canada.
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Warranties
Client understands that Nirix Technology is not the manufacturer of the products purchased by Client hereunder and the
only warranties offered are those of the manufacturer, not Nirix Technology and not any affiliate of Nirix Technology.
In purchasing the products, Client is relying on the manufacturer's specifications only and is not relying on any
statements, specifications, photographs or other illustrations representing the products that may be provided by Nirix
Technology or any of its affiliates. In connection with services, neither affiliates of Nirix Technology nor third party
service providers are agents of Nirix Technology and Nirix Technology has no obligation or liability arising from any
services performed by or any warranty, if any, made by, such service providers. NIRIX TECHNOLOGY AND ITS AFFILIATES
HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, OR CONDITIONS RELATED TO PRODUCTS SOLD OR SERVICES
PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT OR THAT THE PRODUCTS OR SERVICES WILL MEET CLIENT'S NEEDS OR WILL BE ERROR FREE. THIS DISCLAIMER DOES
NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.
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Pricing Information; Availability Disclaimer
All pricing is in Canadian funds. Pricing is subject to change without notice. All Hosted Services paid by credit
card or purchased online are billed in advance for the next 30 days of service. Nirix Technology reserves the right to
make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market
conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements.
All orders are subject to product availability. Therefore, Nirix Technology cannot guarantee that it will be able to
fulfill Client's orders.
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One Time Fees
All Hosted Services are subject to a one-time account activation fee which is due at the time the service is
purchased. The account activation fee may vary depending on the service purchased.
Limitation of Liability
Under no circumstances will Nirix or its successors and assigns, be liable to the Client for any incidental, special or
consequential damages, expenses, costs, liability, loss or damage whatsoever, whether arising in negligence, tort,
statute, equity, contract, common law or any other cause of action or legal theory. The Client agrees, acknowledges
and confirms that Nirix Technology's liability arising out of or in connection with these terms and conditions and
the provision of the Services, and the Client’s exclusive remedy, shall be limited to the Fee paid by the Client and
that this limitation is fair and reasonable in the commercial circumstances of these terms and conditions and that
Nirix Technology would not have entered into these terms and conditions but for the Client's agreement to limit Nirix
Technology's liability in the manner, and the extent, provided for herein.
Client agrees that Nirix Technology and its successors and assigns shall not be liable for any lost profits, anticipated
revenue, loss of data, loss of use of any information system, lost business revenue, failure to realize expected savings
or any other commercial or economic loss of any kind whatsoever arising out of or in connection with these terms and
conditions or the provision of the Services, even if Nirix Technology has been advised of the possibility of such loss.
Nirix Technology is not liable for protection or privacy of electronic mail or other information transferred through
the Services or any other network provider its customers may utilize.
Neither Nirix Technology nor its affiliates will be liable for products not being available for use or for lost or
corrupted data or software or the provision of services by third parties.
Nirix Technology will not be responsible for any delays in delivery which result from any circumstances beyond its
control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather
conditions, failure of power, labour problems, acts of war, terrorism, general insurrection, acts of God or acts of any
government or agency. Any shipping dates provided by Nirix Technology are estimates only.
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Arbitration
Subject to the following paragraph, any claim, dispute, or controversy (whether in contract, tort or otherwise, whether
pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in
law of being submitted to binding arbitration) arising from or relating to the products or services sold pursuant to
these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the
breach, termination or validity thereof, the relationships which result from these terms and conditions of sale
(including, to the full extent permitted by applicable law, relationships and certifications with third parties who are
not signatories hereto), or Nirix Technology's advertising and marketing (collectively a "Claim") WILL BE RESOLVED,
UPON THE ELECTION OF NIRIX TECHNOLOGY, CLIENT OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
If arbitration is chosen, it will be conducted in Edmonton, Alberta. Any court having jurisdiction may enter judgment
on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or
research required to complete arbitration. The existence or results of any arbitration will be treated as confidential.
Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to
Nirix Technology arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
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Orders; Payment Terms; Interest; Taxes
Orders are not binding upon Nirix Technology until accepted by Nirix Technology. Terms of payment are within Nirix
Technology's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured
from the date of invoice. Nirix Technology may invoice Client separately for partial shipments. Client agrees to pay
interest on all past-due sums at the lower of: one and two percent (2%) per month (24% annual compounded interest); or
at the highest rate allowed by law. Client is responsible for, and will indemnify and hold Nirix Technology harmless
from, any applicable sales, use, value-add, goods and services, harmonized sales or other taxes or any fees,
assessments, levies or other amounts, including without limitation any environmental fees or waste disposal assessments
or levies, whether provincial, federal or other applicable governmental level, associated with the order. Client must
claim any exemption from tax and, if applicable, from any fees, assessments or levies, at the time of purchase and
provide the necessary supporting documentation. Any sales, use, value-add, goods and services, harmonized sales or
other applicable tax and any fees, assessments or levies are based on the location to which the order is shipped. In
that regard, Nirix Technology may require Client to provide a declaration declaring and certifying the location of
the supply of the product. In the event of a payment default, Client will be responsible for all of Nirix Technology's
costs of collection, including court costs, filing fees and legal fees.
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Return Privileges
Hosted Services purchased online are non-refundable. Hosted Services are billed in advance on a monthly basis
unless otherwise specified and are non-refundable. There will be no refunds or credits for partial months of
service, upgrade/downgrade refunds, or refunds for months unused with an open account. No exceptions will be
made. For product returns, please contact Nirix Technology Support at
support@nirix.com or 780-414-1556, Monday - Friday from 8:00am - 5:00pm (MST) to obtain a Return Merchandise
Authorization (RMA) before returning your product. This will expedite and help ensure the proper action or credit
upon processing.
In order to expedite a return, please have the following information on hand when requesting an RMA number: account
number, invoice number, serial number, reason for return, and whether the box has been opened or is manufacturer sealed.
Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing
materials, all manuals, blank warranty cards, accessories and any other documentation included with the original
shipment. RMA approval is partially contingent upon products being 100% complete.
Client is responsible for shipping charges for all products being shipped for return. Client is responsible for all
risk of loss and damage to products being shipped for return. Please fully insure return shipment in case of loss or
damage. Please use a carrier that is able to provide you with proof of delivery and tracking capabilities. This is for
your protection as well as to ensure quick action on your return.
Return privileges vary by manufacturer. Please contact Nirix Technology Support at support@nirix.com or 780-414-1556
for details.
Return shipping address: Nirix Technology Returns
RMA # ____________
18203 – 114 Avenue NW
Edmonton, Alberta T5S 2P6
Merchandise returned through no mistake of Nirix Technology will be credited at invoice price less delivery charges and
less 15% restocking fee.
Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
There are no returns on Hosted Services purchased from Nirix Technology. Client may cancel the service at any time
by contacting Nirix Technology Support at 780-414-1556. Client’s plan will be cancelled 30 days from next expiration
date. Fore example, if Client’s expiration date is on the 7th of the month and Client cancels plan on the 20th of
June, Client will be billed and the service accessible until 7th of August.
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Damaged Products
If Client receives damaged products; please refuse the products upon original delivery attempt. If damaged products
are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product
and the original box and packaging and notify Nirix Technology immediately to arrange for a carrier inspection and
a pick up of damaged products. Please notify Nirix Technology support at support@nirix.com or 780-414-1556 of damaged
products WITHIN 48 HOURS of receipt. Timely receipt of this information is necessary to successfully file a damage
claim with the carrier.
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Usernames, Passwords and PIN numbers
The Client will choose a username and password, based upon the services subscribed to which shall be used to gain
access to the services. Nirix Technology will provide Client with a PIN number, which will be requested to verify
authorization whenever Client calls Nirix Technology’s HelpDesk for service or to make changes to Client’s account.
You may change this PIN number at any time by contacting Nirix Technology’s HelpDesk at 780-414-1556.
The Client shall be solely responsible for all use of the Internet and maintaining the security of the username,
password and PIN numbers or administrator usernames and passwords, and for preventing any unauthorized use.
The username and administrator username shall use the Internet in a proper and prudent manner and according to any
operating instructions provided by Nirix Technology.
Use of Personal Information
Client hereby represents that it has read and understands Nirix Technology's privacy policy and, where Client is an
individual, hereby agrees to the terms contained therein, including the permitted uses by Nirix Technology as described
therein of any personal information provided by Client. Nirix Technology's privacy policy is accessible at
http://www.nirix.com/privacy.aspx.
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Contacting NIRIX TECHNOLOGY
18203 – 114 Avenue NW
Edmonton, Alberta T5S 2P6
780-414-1556
info@nirix.com
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