Terms

IMPORTANT: READ CAREFULLY BEFORE USING OUR SERVICESWE ASK THAT YOU READ THE CONTENT ON OUR SITE AND CONSIDER JOINING US. WE PROVIDE SERVICES FOR BUSINESS OWNERS WHO WANT TO CONDUCT THEIR BUSINESSES ON LINE. OUR SERVICES INCLUDE PROPRIETARY MATERIALS, THE USE OF WHICH IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (’AGREEMENT’), AS AMENDED FROM TIME TO TIME UPON NOTICE FROM US TO YOU, AS WELL AS ANY OPERATING RULES OR POLICIES THAT WE MAY PUBLISH THROUGH OUR SITE FROM TIME TO TIME. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND IT IS IMPORTANT THAT YOU READ THE ENTIRE AGREEMENT TO UNDERSTAND ITS CONTENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS STATED HEREIN, PLEASE CLICK THE ‘I DECLINE’ AT THE END OF THIS DOCUMENT. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE ‘I ACCEPT’ BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. SERVICES:

Cavian Technology provides services which we designate as ‘e-commerce services’ (collectively referred to as ‘the Service’). The Service allows its registered members to use its technology to build and maintain an e-commerce site (also referred to as ‘web store’ or ‘Member Site’) on the World Wide Web, hosted by Cavian Technology. Each member will become part of the Cavian Technology network of e-commerce sites (collectively the ‘Cavian Technology Network’) and will be allowed to use the services associated with the network. Each member will be able to create an online catalog of products using Cavian Technology browser-based software, to utilize all e-commerce tools made available by Cavian Technology, its licensors, and/or strategic partners such as merchant account services, shipping and handling services, marketing and promotions features, statistical data collection and reporting devices, as well as other tools or services. You understand and agree that Cavian Technology may, at its discretion, add or delete any features included as a part of its services at any time, with or without notice to you.

You understand that services provided by third parties, including Cavian Technology’s strategic partners, are governed by terms and conditions established by the said third parties. You are required to look at those terms and conditions, and may be required to enter into separate agreements to utilize services provided by third parties.

You understand and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance or procedures or repairs which Cavian Technology may undertake from time to time; or (c) causes beyond the control of Cavian Technology or which are not reasonably foreseeable to Cavian Technology.

Cavian Technology shall provide you with up to 15 MB of storage space for files (including, but not limited to, text or graphics files) uploaded to the Cavian Technology database server.

 2. FEES AND PAYMENT TERMS

a. Once you are properly registered, Cavian Technology authorizes you to use its technology to build and maintain your web store. Additional features which are also included are listed on our web site. Cavian Technology reserves the right at its sole discretion and as it deems appropriate to add or delete certain services or features it offers and to charge fees on any of its services in accordance with Section 4 of this Agreement. Currently, Cavian Technology Services are free to the public.

f. You agree to be responsible for all attorney fees and costs resulting from any action taken by Cavian Technology to collect any amount owed and not paid by you to Cavian Technology for services provided under this agreement.

 3. ADVERTISING ON MEMBER SITE

a. Advertising Space. Cavian Technology reserves the right to designate a portion of each page of your Member Site, excluding the first page which represents your storefront, as the . Advertising Space. to place an advertising banner. The advertising banner will be shared between you and Cavian Technology. The Advertising Page shall be approximately 468 pixels wide and 60 pixels high. Cavian Technology reserves the right to provide advertising in additional space, other than the above-described Advertising Space, provided that such advertising does not substantially interfere with your materials.

b. By registering with Cavian Technology, you agree to receive a copy of the Cavian Technology newsletter, as well as other special offers that may arise from time to time. Should you not wish to receive the newsletter or any related such mailings, you may unsubscribe by providing the required information at support@cavian.com

 4. MODIFICATIONS TO TERMS OF SERVICE

Cavian Technology may at any time, with 30-day minimum advance notice, change the terms of this Agreement, including the fees for our services. Cavian Technology will announce these changes by posting a notice to you after you login . (you will be required to use your User Name and password to go to the Administration Center). You agree to check that site at regular and frequent intervals to review any such changes. You may receive supplemental notices of the changes through regular or electronic mail. If you find any change to be unacceptable, you are free to terminate this agreement by following the steps described in Section 7. Your continued use of the Cavian Technology services after the effective date of a change constitutes your acceptance of the terms of this Agreement as modified by the said change.

 5. PRIVACY POLICY

It is the policy of Cavian Technology to respect your privacy. Cavian Technology will not monitor, edit, or disclose any personal information about you or your Member Site, including its contents, without your prior consent unless Cavian Technology has a good faith belief that such action is necessary to: (a) comply with legal process or other legal requirements of any governmental authority; (b) protect and defend the rights or property of Cavian Technology; (c) enforce the Agreement; or (d) protect the interests of users of the Service other than you or any other person. Cavian Technology does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers.

 6. PASSWORD AND SECURITY

You are fully responsible for maintaining the confidentiality of your password and User Name. You may change your password at any time by following instructions provided at our site. You must immediately notify Cavian Technology of any unauthorized use of your password or User Name or any other breach of security.

 7. RESTRICTIONS ON MEMBER’S CONDUCT

You agree that you will not use your Member Site to conduct any of the following activities:

a. Use the services provided to you for any illegal purpose;

b. Display, distribute, sell, license, or promote material that, to a reasonable person may be abusive, obscene, pornographic, racist, violence inducing, privacy invading, harassing, threatening, defamatory, libelous, grossly offensive, vulgar, or malicious;

c. Disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;

d. Disclose personal information of others without proper authorization or consent;

e. Create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication;

f. Introduce any type of harmful or malicious code including viruses, worms, or Trojan horses on the Internet;

g. Transmit by any manner unsolicited or unauthorized advertisements, promotional materials, ‘junk mail,’ ’spam,’ ‘chain letters,’ or other forms of solicitation;

h. Promote, solicit, or participate in gambling activities, or pyramid or Ponzi schemes;

i. Sell or offer to sell alcohol, tobacco, or firearms;

j. Promote or provide instructional information on how to conduct illegal activities, activities which may lead to the endangerment of any individual or group of individuals;

k. Engage in any other activity deemed by Cavian Technology to be in conflict with the spirit or intent of this Agreement.

In the event that you display any prohibited material at your Member Site, Cavian Technology may terminate this Agreement and discontinue services to you. In the alternative, Cavian Technology is authorized to make changes to the content of your Member Site as Cavian Technology, at its sole discretion, deems appropriate to bring it to compliance with this Agreement. Cavian Technology will provide you with an opportunity to make your own changes by providing you with notice of the change requirement. If, after reasonable time has been given, your site fails to conform to Cavian Technology’s satisfaction, Cavian Technology may make take action to make its own changes, and you agree to accept those changes and not to hold Cavian Technology liable for any resulting consequences.

 8. TERMINATION

This Agreement, shall be effective upon your acceptance of all of its terms and conditions by clicking the ‘I ACCEPT’ button, and shall remain in effect unless terminated as provided herein.

a. Cavian Technology may at any time without notice to you discontinue any or all services or restrict your use of the services in whole or in part for a breach of any of the terms of this Agreement by you.

b. Cavian Technology reserves the right to refuse to provide service or continue to provide service to any person or entity. Cavian Technology may at any time with thirty (30) days notice to you, modify or discontinue any or all services or restrict your use of the services in whole or in part when Cavian Technology chooses to exercise its right to refuse to continue to provide service to you.

c. Upon termination of this Agreement, all rights granted to you under this Agreement shall terminate immediately. If Cavian Technology terminates this Agreement, you will remain liable for all sums owed and unpaid to Cavian Technology and/or its licensors as the result of your use of Cavian Technology services. 

d. If Cavian Technology terminates or discontinues services to you, you may not re-register for, or otherwise access, Cavian Technology services without first providing notice to Cavian Technology and thereafter receiving Cavian Technology’s written approval.

e. You may terminate this Agreement immediately for any reason at any time by sending us a request by e-mail at support@cavian.com . You will remain liable for all sums due to Cavian Technology and/or its licensors as the result of your use of Cavian Technology services which have not yet been paid.

 9. INDEMNIFICATION

You agree to defend and hold harmless, at your expense, against any all claims, demands, or legal actions of any kind against Cavian Technology, and Cavian Technology’s partners, affiliates, directors, officers, and employees arising out of your use of the Cavian Technology services in violation of this Membership Services Agreement, or your use of the Member Site to post or distribute libelous, defamatory, disparaging, pornographic or obscene materials, or your violation of the rights of any other person or entity, including the infringement of any intellectual property right of that person or entity.

 10. PROPRIETARY RIGHTS, RESTRICTIONS AND RELATED MATTERS

a. Between you and Cavian Technology, Cavian Technology acknowledges and agree that you and/or your licensors are the owners of all content displayed by you on your Member Site.
b. Between you and Cavian Technology, you acknowledge and agree that Cavian Technology and its licensors own all right, title, and interest in all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained or maintained on the any and all Cavian Technology web sites (collectively ‘Content’). In addition, you agree that Cavian Technology and its licensors own all US and international copyrights, trademarks, service marks, patents or other proprietary rights of any kind in and to all Cavian Technology Content. You have no right to copy, reproduce, manufacture, assemble, sell, distribute, modify, create derivative works, or exploit in any manner any content owned by Cavian Technology and its licensors, except as expressly authorized under this Agreement.

 11. LIMITATION ON LIABILITY

YOU UNDERSTAND AND AGREE THAT:

a. CAVIAN TECHNOLOGY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS, OR ANY PARTY INVOLVED IN PRODUCING OR DELIVERING CAVIAN TECHNOLOGY SERVICES, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXAMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CAVIAN TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES): (I) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED BY CAVIAN TECHNOLOGY; (II) THE USE OR INABILITY TO USE CAVIAN TECHNOLOGY SERVICES; (III) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY RESULTING FROM THE USE OF CAVIAN TECHNOLOGY SERVICES; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING CAVIAN TECHNOLOGY SERVICES; OR (V) FOR ANY OTHER MATTER RELATING TO CAVIAN TECHNOLOGY SERVICES.

b. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT YOU DISPLAY AT YOUR SITE. YOU ARE SOLELY RESPONSIBLE FOR THE CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL.

c. IF CAVIAN TECHNOLOGY IS TO BE HELD LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR CAVIAN TECHNOLOGY SERVICES, THE AGGREGATE LIABILITY OF CAVIAN TECHNOLOGY AND ITS AFFILIATES SHALL BE LIMITED TO THE AMOUNTS YOU HAVE PAID TO CAVIAN TECHNOLOGY FOR SERVICES PROVIDED UNDER THIS AGREEMENT, IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING YOU CLAIM.

 12. DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT:

a. ALL CAVIAN TECHNOLOGY SERVICE, CONTENT, AND TECHNOLOGY ARE PROVIDED TO YOU ON AN ‘AS IS’ BASIS, WITHOUT WARRANTIES OF ANY KIND. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. CAVIAN TECHNOLOGY AND CAVIAN TECHNOLOGY’S LICENSORS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO SERVICE, CONTENT, TECHNOLOGY, OR PRODUCTS PROVIDED BY CAVIAN TECHNOLOGY AND/OR ITS LICENSORS.

b. CAVIAN TECHNOLOGY MAKES NO WARRANTY THAT THE SERVICE, CONTENT, OR TECHNOLOGY PROVIDED BY CAVIAN TECHNOLOGY AND/OR ITS LICENSORS WILL MEET YOUR REQUIREMENTS AND BE ERROR-FREE. CAVIAN TECHNOLOGY MAKES NO WARRANTY THAT THE TEXTS AND GRAPHICS APPEARING ON THE CAVIAN TECHNOLOGY WEB SITE ARE ERROR FREE AND UPDATED. CAVIAN TECHNOLOGY MAKES NO WARRANTY THAT ERRORS WILL BE CORRECTED IN A TIMELY MANNER. CAVIAN TECHNOLOGY MAKES NO WARRANTY THAT THE QUALITY OF CAVIAN TECHNOLOGY SERVICE WILL MEET YOUR EXPECTATIONS.

c. CAVIAN TECHNOLOGY MAKES NO WARRANTY THAT ITS SECURITY PROCEDURES WILL FULLY PROTECT YOUR INFORMATION. CAVIAN TECHNOLOGY AND ITS LICENSORS ARE NOT RESPONSIBLE FOR THE UNAUTHORIZED ACCESS, ALTERATION, OR DELETION OF YOUR INFORMATION BY ANY THIRD PARTY.

d. CAVIAN TECHNOLOGY AND ITS LICENSORS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE BUSINESS CONDUCT OF ANY THIRD PARTY. CAVIAN TECHNOLOGY AND ITS LICENSORS ARE NOT RESPONSIBLE FOR THE QUALITY OF PRODUCTS OR SERVICES OFFERED BY ANY THIRD PARTY THROUGH THE CAVIAN TECHNOLOGY NETWORK.

 13. APPLICABILITY OF LIMITATIONS AND DISCLAIMERS

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE DISCLAIMER OF CERTAIN WARRANTIES. IN THOSE JURISDICTIONS SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.

 14. GOVERNING LAW

This Agreement is governed by the laws of State of California and the United States without reference to conflicts of laws. You agree that the proper venue for all action arising out of this Agreement is San Jose, California. This Agreement is not governed by the United Nations Conventions on Contracts for the International Sale of Goods, the application of which is expressly excluded. 

 15. MISCELLANEOUS PROVISIONS

a. You represent and warrant that you are over the age of 18 years and have the legal capacity to enter into a contract. You hereby acknowledge that you have read this Agreement, and agree to be bound by its terms and conditions.

b. You and Cavian Technology are not partners or joint venturers under this Agreement and nothing herein shall be construed as causing the parties to be such. You have no authority to act in Cavian Technology’s name except as is expressly provided for in this Agreement.

c. All notices to you shall be in writing and shall be made either via email or regular mail. We may also post such notices at our site after you login to use our services. Cavian Technology may broadcast notices or messages through the Administration Center to inform you of changes to this Agreement, Cavian Technology services, or other matters of importance. All notices to Cavian Technology from you must be made in writing via e-mail Support@cavian.com.

d. No failure or delay in exercising or enforcing any right or remedy hereunder by Cavian Technology shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

e. The language of this contract shall not be construed against the drafter, and any law to that effect is expressly excluded. 

f. You understand that Cavian Technology may be acquired or purchased by a third party and Cavian Technology expressly reserves the right to assign this agreement to the said third party.

g. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, understandings, and arrangements between the parties relating to the subject matter hereof.�