Touchfly Corporation (DBA Touchfly Electronics), together with its subsidiaries and affiliates, (collectively, “Touchfly”), operates www.Touchflyboard.com and a portfolio of other websites, including without limitation the Touchfly Tech-Xchange website, the eewiki.net website, the maker.io website and project sites provided by Touchfly, including www.Touchflyboard.com/en/maker (collectively “Project Sites”), and webstores that may be branded using the names of other entities and embedded in the websites of those other entities (collectively the “Site”). The Site provides online access to information about products and services, including without limitation, Chip Outpost products, and products and services offered through Touchfly’s marketplace program, available from Touchfly (collectively, the “Product(s)”); facilitates project sharing and management; provides access to applications engineering services about Products; may provide Communication Services (as defined Section 8 below); and facilitates transactions for the purchase of Products by itself and in conjunction with third- party applications using proprietary Touchfly web services (“Web Services Applications”), and in conjunction with third parties and their websites through Touchfly provided webstores (collectively the “Services”).
By accessing, visiting, browsing, using or interacting or attempting to interact with any part of the Site or any Software (as defined below), program or Services on the Site you agree on your behalf personally, and on behalf of any entity for which you are an agent or you appear to represent, (collectively and individually “you,” “your,” or “user”) to each of the terms and conditions set forth herein (collectively the “Terms of Use”). For a disclosure regarding information collected and shared by Touchfly from your access and use of the Site, visit Touchfly’s Privacy Notice. By ordering Products through the Site or by mail, e-mail, phone, fax, or any other method, you agree on your behalf personally and on behalf of any entity for which you are an agent or you appear to represent to the Terms of Use and the Conditions of Order (as defined below).
I. Website Terms of Use
1. Access to the Site. Registration is not required to place an order or to use the Site. Select portions of the Site offer expanded Services via the Web through a name/password protected system, including without limitation, the Web Services Applications.
Your username and password are referred to as your “Identification.” Your Identification must be accurate, current, and complete, and you may not provide false information to Touchfly or impersonate another individual or entity. You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Touchfly will be entitled to monitor your Identification and, at its discretion, require you to change it. Please contact Touchfly immediately at info@Touchflyboard.com if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while Touchfly strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.
2. Intellectual Property. The Services, the Site, and all information, Web Services Applications, Software, data, the Touchfly product database, printed and electronic documentation, content that you see, hear or otherwise experience on the Site, and all compilations thereof (the “Content“) are protected by U.S. and international copyright, trademark and other laws, and belong to Touchfly or its partners, affiliates, licensors, suppliers, contributors, or third parties.
Subject to these Terms of Use, and with the exception of Software and Web Services Applications, Touchfly grants you a personal, revocable, non-exclusive, non-transferable license to use the Site, the Services and the Content and to download, print and store portions of the Content. No right, title or interest in any accessed or downloaded Content or materials is transferred to you as a result of this license. Touchfly reserves all of its intellectual property rights in any Content you access or download from the Site, subject to this limited license as set forth herein.
Software that is made available to download from the Site, or for access and use on the Site, excluding software that may be made available by end-users through a Communication Service (“Software“), and the Web Services Applications are the copyrighted work of Touchfly and/or its suppliers or third parties, and may be further protected by patent, trademark, trade secret or other proprietary rights. Your access and use of the Software and Web Services Applications is governed by the terms of their respective end user license agreements, if any, which accompanies or is included with the Software and Web Services Applications (“License Agreement“). You may not install, access or use any Software, or access or use Web Services Applications that are accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software or Web Services Applications that are not accompanied by a License Agreement, Touchfly hereby grants, to the extent Touchfly is authorized and legally able, to you, the user, a revocable, personal, non-transferable license to use the Software or the Web Services Application for viewing and otherwise using the Site in accordance with these Terms of Use, and for no other purpose. Any third-party notices accompanying any Software or Web Services Applications are provided for informational purposes only.
No other rights or licenses whether express or implied, including, without limitation, any implied patent licenses, are granted by Touchfly. Any unauthorized reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators may be prosecuted to the maximum extent permitted by law. All licenses granted herein are subject to the following restrictions: (1) you may only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) you may not copy or post the Content on any network computer or transmit, distribute, publish, display, or broadcast the Content in any media; and (3) you may not modify, translate, decompile, disassemble, reverse engineer, or alter the Site or the Content in any way, or delete or change any copyright, trademark, or other proprietary notice. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE OR WEB SERVICES APPLICATIONS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, Web Services Applications and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United States of America. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.
You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.
Touchfly may prohibit or limit your use of the Site including without limitation the Services, at any time in its sole discretion.
You may not use any robot, scraper, spider, or other automated means to access or gather the Content from the Site, or mirror, co-brand, or frame the home page or any other pages of the Site on any other website or web page. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Site or its Content. Competitors and third party aggregators may not connect “deep links” to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without the written permission of Touchfly. This prohibition is not intended to restrict the non-commercial activities of individuals.
3. Disclaimer of Warranties. Touchfly AND ITS RESPECTIVE SUPPLIERS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT, AND Touchfly AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE SITE, THE SERVICES, AND THE CONTENT. THE SOFTWARE AND WEB SERVICES APPLICATIONS ARE WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THEIR RESPECTIVE LICENSE AGREEMENTS, IF ANY, AND ARE OTHERWISE SUBJECT TO THESE TERMS OF USE WARRANTY DISCLAIMER. Touchfly AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. Touchfly AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED “AS-IS” AND ON AN “AS-AVAILABLE” BASIS. Touchfly AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. Touchfly AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITE BY ANY THIRD PARTY. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOME JURISDICTIONS MAY NOT ALLOW THE EXLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXLUSION MAY NOT APPLY TO YOU.
See the Conditions of Order for all other Warranty information related to Products including Chip Outpost Products.
4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:
a. Applications Engineering. Touchfly offers its applications engineering solely as a convenience to Touchfly customers. Touchfly applications engineering personnel strive to provide useful information regarding the Products. Touchfly does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Touchfly shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Touchfly applications engineering personnel, or any other Touchfly personnel, and any reliance on such information or recommendation is at your sole risk and discretion. You acknowledge and agree that Touchfly may discuss the same or similar topics discussed with you with other Touchfly customers and provide the same or similar information or recommendations to other Touchfly customers. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Touchfly does not guarantee that such information or recommendations are accurate, complete or correct.
b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Touchfly therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Touchfly does not, however, guarantee that any errors, inaccuracies or omissions will be corrected and is not obligated to make such corrections.
c. Third Party Links and Promotions. Hypertext links to third party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Touchfly of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Touchfly is not responsible for the availability of any such websites and that Touchfly does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. You are solely responsible for making your own decisions regarding your interactions or communications with any other website.
Any dealings with third parties (including advertisers) included within or available via a link from the Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Touchfly is not responsible or liable for any part of any such dealings or promotions.
d. Geographic Limitations on Use. Like most Internet websites, this Site is accessible worldwide. However, not all Products or Services offered by Touchfly are available to all persons or in all geographic locations. Touchfly reserves the right to limit the provision of its Products and Services to any person, geographic area, or jurisdiction and to limit the quantities of any Products or Services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.
e. Color Display. Touchfly attempts to display as accurately as possible the colors of the Products shown on the Site. However, because the colors you see will depend on many factors, including your monitor or printer, Touchfly cannot guarantee that the color you see matches the Product color.
5. Limitation of Liability. IN NO EVENT SHALL Touchfly OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO: (a) THE SITE, THE SERVICES, OR THE CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (b) ANY TRANSACTION OR COMMUNICATIONS CONDUCTED THROUGH OR FACILITATED BY THE SITE; (c) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICES OR THE CONTENT, (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICES, OR (f) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICES, OR THE CONTENT; EVEN IF Touchfly OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Touchfly AND ITS SUPPLIERS RELATING IN ANY WAY TO THE SITE, THE SERVICES, OR THE CONTENT EXCEED $100 OR THE MINIMUM AMOUNT ALLOWABLE UNDER APPLICABLE LAW, WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, THE SERVICES, AND/OR THE CONTENT.
Any cause of action against Touchfly or its suppliers with respect to the Site, the Services, or the Content must be instituted within one (1) year from the date on which the claim arose.
Some States, including New Jersey (as to consumers), may not allow the exclusion or limitation of certain types of damages such as incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.
See the Conditions of Order for all other Limitations of Liability information related to Products including Chip Outpost Products.
6. Indemnification. You understand and agree that you are personally responsible for your reliance upon any information or recommendation provided on this Site, the Content, by Touchfly applications engineering personnel, your behavior on the Site, and your Submissions. You agree to indemnify, defend and hold harmless Touchfly and Touchfly’s joint venturers, business partners, suppliers, licensors, licensees, affiliates, employees, agents, officers, directors, owners, representatives and any third-party information, Software, Content, and Web Services Application providers to the Site and Services from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Services (including, without limitation, the Communication Services), or the Content, your reliance upon any information or recommendation provided by Touchfly applications engineering personnel, your submissions (as defined in Section 9 below), or any violation by you of these Terms of Use.
7. Additional Prohibited User Conduct. You are prohibited from compromising the security or tampering with system resources and accounts related to the Site. The use or distribution of tools designed for compromising security (e.g., password guessing manually or through programs, cracking tools, or network probing tools) is strictly prohibited. Touchfly may monitor your use of the Site including, without limitation, the Services, to ensure your compliance with these Terms of Use. If you become involved, or are suspected to have become involved, in any violation of these Terms of Use, Touchfly reserves the right to investigate your activities for its own purposes and release the details of your violations to others in Touchfly’s sole discretion, including, without limitation, to governmental authorities, private investigators, and other users of the Site to assist them in resolving security incidents.
You agree not to use the Site in any manner that violates any laws or infringes the intellectual property of, or interferes with the rights of, third parties. You may not take any action that imposes, or may impose in Touchfly’s sole discretion, an unreasonable or disproportionately large load on the Site’s infrastructure or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any robot exclusion headers or other measures Touchfly may use to prevent or restrict access to the Site.
Touchfly reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Touchfly to disclose the identity of anyone violating the security of the Site or these Terms of Use.
8. Use of Communication and Project Management Services. The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, a project management platform, builder and configuration tools, calendars and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services“). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others including without limitation engaging in activity that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, ethnicity, gender, sexual orientation, physical ability, age, religion or nationality or that insults the victims of crimes against humanity by contesting the existence of those crimes.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, material, or information.
Upload, display, or otherwise make available files that contain images, photos, software, object code, source code, markup language, libraries, schematics, specifications, designs, PCB design files, PCB fabrication files, Gerber files, or other material that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary or intellectual property right of any party.
Upload files that contain viruses, malware, ransomware, corrupted files, or any other similar software or programs that may damage or interrupt the operation of another’s computer or the Site.
Use or upload any material or information, including images, software, object codes, source code, markup language, libraries, schematics, specifications, designs, PCB design files, PCB fabrication files, Gerber files, or photographs, which is made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary or intellectual property right of any party.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Touchfly has no obligation to monitor the Communication Services. However, Touchfly reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Touchfly reserves the right to terminate your access to the Site, Services, Content, and any or all of the Communication Services at any time without notice for any reason whatsoever. Touchfly reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Touchfly’s sole discretion. Always use caution when giving out any personally identifying information about yourself in any Communication Service. Touchfly does not control or endorse the content, messages or information found in any Communication Service and Touchfly specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.
9. User Supplied Information. Touchfly does not claim ownership of the materials, including without limitation, text, images, photos, software, object code, source code, markup language, libraries, schematics, specifications, designs, PCB design files, PCB fabrication files, Gerber files, or other material you or other users of Communication Services provide to Touchfly (including feedback and suggestions) or post, upload, input, or submit to the Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Touchfly, its affiliated companies and licensees (including without limitation any supplier of and service provider used in connection with the Touchfly, Tech-Xchange, Project Sites, or eewiki.net websites) a royalty-free, irrevocable, perpetual, worldwide license to your Submission including, without limitation, the rights to use, copy, distribute, transmit, publicize, publicly perform, reproduce, translate, reformat or otherwise edit or modify, display and create derivative works from this material, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, and to publish your name, likeness, pseudonym, or other identifier in connection with your Submission. Notwithstanding the foregoing, Touchfly will not use your projects submitted to Project Sites website to commercialize a product without your permission.
Submissions may be subject to posted limitations on use, reproduction, display, adaptation, and/or dissemination, and you are responsible for adhering to any such limitations. If such functionality is available on the Site, you also are solely responsible for posting any limitations on the use of or license terms pertaining to your Submissions, which may not in any event contradict or limit these Terms of Use.
No compensation will be paid by Touchfly with respect to the use of your Submission, as provided herein. Touchfly is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Touchfly’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you represent and warrant that your Submission, and use thereof in accordance with these Terms of Use, complies with all applicable laws and that you own or otherwise control all of the rights in and to your Submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and grant the license you provide in these Terms of Use, and that the Submission, and the use thereof in accordance with these Terms of Use, does not and will not infringe, misappropriate or violate any right of any person or entity, including without limitation, any copyright, trademark, patent, trade secret, design right, right of privacy, right of publicity, or any intellectual property rights.
You further represent, warrant and agree that:
Any Submission does not constitute a “defense article” or “defense service” as such terms are defined in the International Traffic in Arms Regulations (the “ITAR”), 22 CFR Parts 120-130, administered by the Directorate of Defense Trade Controls, U.S. Department of State (“DDTC”), and is not otherwise (i) subject to the ITAR, (ii) an item on the U.S. Munitions List (as such term is defined in the ITAR), or (iii) under the jurisdiction of DDTC;
If applicable, you have provided Touchfly with the correct and accurate Export Control Classification Number (“ECCN”) as such term is defined in the Export Administration Regulations, 15 CFR Parts 730-774; and
All Submissions are correct and accurate.
10. Notices and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR ENGINEERING ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
Written notification must be submitted to the following Designated Agent:
Service Provider(s): Touchfly Corporation
Name of Agent Designated to Receive Notification of Claimed Infringement: Ross West
Full Address of Designated Agent to Which Notification Should be Sent: 701 Brooks Avenue South, Thief River Falls, MN 56701 USA
Telephone Number of Designated Agent: 1-800-344-4539 or 218-681-6674
Facsimile Number of Designated Agent: 218-681-3380
Email Address of Designated Agent: info@Touchflyboard.com
To be effective, the Notification must include the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (“Complaining Party“);
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of the written Notification containing the information as outlined in 1 through 6 above:
Service Provider shall remove or disable access to the material that is alleged to be infringing;
Service Provider shall forward the written notification to such alleged infringer (“Subscriber“);
Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.
Counter Notification:
To be effective, a Counter Notification must be a written communication provided to the Service Provider’s Designated Agent that includes substantially the following:
A physical or electronic signature of the Subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:
Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification;
Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider’s network or system.
11. Confidentiality. You shall not disclose Touchfly Confidential Information for so long as the information retains its confidential nature. As used in these Terms of Use, “Touchfly Confidential Information” means all nonpublic information disclosed by Touchfly through the Web Services Applications, the Site, or Software that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. You shall not use, or allow the use of, Touchfly Confidential Information except as expressly permitted hereunder. Touchfly Confidential Information includes, without limitation, nonpublic information relating to Touchfly or Touchfly’s business partners’ sales, margin percentage, margin numbers, technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of Touchfly’s so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test) and third-party information that Touchfly is obligated to keep confidential. Notwithstanding any other provision in this Section, you shall not have any confidentiality obligation to Touchfly under this Section above with respect to any information that is or becomes publicly available without breach of these Terms of Use, can be shown by documentation to have been lawfully known by you at the time of its receipt from Touchfly, is received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or can be shown by documentation to have been independently developed by you without the use or reliance on Touchfly Confidential Information in any way whatsoever.
12. Applicable Law; Dispute Resolution. The laws of the State of Minnesota in the United States shall apply to these Terms of Use, without regard to any conflict of law provision (whether of the State of Minnesota or any other jurisdiction that would cause the application of laws other than those of the State of Minnesota). The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Terms of Use. Any controversy or claim arising out of or relating to these Terms of Use or your use of the Site, the Service, or the Content (a “Dispute“) shall be settled by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE. The arbitration will be conducted in the English language before a single arbitrator and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The seat or place of arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Touchfly, Touchfly may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for (a) any actual or alleged infringement or misappropriation of Touchfly’s or any third party’s intellectual property or proprietary rights; or (b) any breach of the confidentiality provisions in Section 11 of these Terms of Use without breach of the arbitration requirements set forth in this Section 12. You hereby consent to the jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that Touchfly’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
13. General Provisions. Additional terms and conditions that may be presented to you on the Site as a part of additional Services or in relation to additional Content and those additional terms and conditions shall apply as to the specific Services or Content to which they state they apply except when in conflict with these Terms of Use, then these Terms of Use shall supersede and control. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Touchfly of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Touchfly. These Terms of Use and the subject matter that they cover including without limitation the Site, Services, and Content do not create any joint venture, partnership, employment, or agency relationship between you and Touchfly or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.
14. Changes to the Terms of Use. Touchfly reserves the right to change the terms of these Terms of Use without notice. Such changes may include, but are not limited to, the charges, if any, associated with the access and use of the Site or any portion of, including without limitation to the TechXchange website, Project Sites, or eewiki.net website. You are responsible for reviewing these Terms of Use prior to accessing, visiting, browsing, using, or interacting or attempting to interact with any part of the Site or any software, program or Services on the Site, and your continued use of the Site, its Services, or its Content after any modification to these Terms of Use acknowledges your agreement to the then current Terms of Use. In the event that a change or update is made to these Terms of Use, the “Date of Last Modification” will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Touchfly may in its discretion send notifying you of changes to these Terms of Use and/or other Touchfly policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Terms of Use to the contrary, Touchfly may make changes to these Terms of Use in its sole discretion and such changes shall be binding on you and Touchfly.
Governing Version
The English version of these Terms and Conditions shall prevail wherever there is a discrepancy between the English version and any other language version.
© 2022, Touchfly Corporation. All rights reserved.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding Conditions of Order or wish to obtain additional information, please send an e-mail to info@Touchflyboard.com.
II. Conditions of Order
All orders placed with Touchfly, including those for Chip Outpost Products and through any webstore that may be branded using the names of other entities and embedded in the websites of those other entities, are subject to the terms of these “Conditions of Order”. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of these Conditions of Order will prevail and such terms will be the sole terms governing the order.
1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Order, the Products listed in your order. Touchfly, at its discretion, may choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in Touchfly’s sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates. For the sake of clarity “Products” includes products and services offered through Touchfly’s marketplace program.
2. Quantity Limitations. Touchfly may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Touchfly may reject any order, or any part of an order.
3. Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Touchfly will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications.
4. Pricing and Product Information.
Touchfly makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Touchfly relies on the original manufacturer or reseller authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California’s Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65). Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Touchfly’s completion of your order. In the event Touchfly discovers a material error in the description or availability of a Product that affects your outstanding order with Touchfly, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Touchfly will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars. Touchfly is not responsible for pricing, typographical, or other errors in any offer by Touchfly and Touchfly reserves the right to cancel any orders arising from such errors.
5. Payment. Touchfly offers the following payment methods:
For United States customers: Except as otherwise provided on the Site, Touchfly offers check, MasterCard, VISA, American Express, Discover, PayPal and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. Payment must be made in the currency in which the order was placed.
For Other International customers: Except as otherwise provided on the Site, Touchfly offers MasterCard, VISA, American Express, Discover, PayPal, prepaid by wire transfer, cashier’s check in U.S. funds, as well as open account credit to qualified institutions and businesses. Touchfly cannot accept personal checks or certified personal checks. Use of Letters of Credit must be approved in advance by Touchfly’s Accounting Department.
Account Application. To obtain an account application for open account credit, submit an account application. Please allow sufficient time for the account application process. To avoid delay on your initial order, you may elect an alternative payment method.
6. Shipping Charges.
Products Shipping from Touchfly‘s Warehouse. Except as otherwise provided on the Site, (1) shipping or freight charges and insurance will be paid by the customer*, (2) all sales are made FOB Touchfly’s warehouse in Thief River Falls, MN, USA (unless Products are shipped directly from the supplier), and (3) shipping or freight charges from Touchfly’s warehouse in Thief River Falls, MN, USA are prepaid and added to the invoice, billed collect or billed to a third party.
* When a check or money order accompanies your order, Touchfly pays all shipping and insurance (our choice for method of shipping) to all addresses in the U.S. and Canada.
Products Shipping Directly from Suppliers. Except as otherwise provided on the Site, (1) the shipping costs will be paid by the customer (CPT as defined by INCOTERMS 2020), (2) shipping or freight charges from supplier’s warehouse are prepaid and added to the invoice, (3) all applicable import licenses, duties, tariffs, taxes, and brokerage fees are your responsibility.
Excessive Weight or Size. Shipments of excessive weight or size may require additional charges. Touchfly will notify you prior to shipment if these conditions exist.
For International Shipments: Availability of ship methods is dependent on the destination country. Except as otherwise provided on the Site, (1) the shipping costs will be prepaid and added to your order, and (2) all import licenses, duties, tariffs, taxes and brokerage fees will be your responsibility.
7. Handling Charge. There is no minimum order or handling fee.
8. Taxes. Except as otherwise provided on the Site, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Touchfly charges sales tax unless you have a valid sales tax exemption certificate on file with Touchfly. Touchfly will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Touchfly is required to pay tax on your purchase, you will reimburse and indemnify Touchfly for the amount of such tax and any related penalties or other charges, and Touchfly’s reasonable expenses incurred in connection with the payment and collection of such tax. Fax or e-mail your resale certificate and customer number to: “Attention: Sales Tax” at 218-681-7931 or info@Touchflyboard.com.
Access State Tax Forms
9. Late Payments; Dishonored Checks. You shall pay to Touchfly all costs incurred by Touchfly in collecting on any dishonored check or on any past due amount from you, including all court costs, collection costs, and attorney’s fees. If a check you give us for payment is dishonored for any reason by the bank or other institution on which it is drawn, you agree to pay Touchfly $40.00 as a service charge (if the check cannot be redeposited).
10. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders may be available for certain Products and, if available, will be processed based on your request. The provisions of this Section 10 do not apply to Products that are designated as Chip Outpost Products (see Sections 14 and 16 below regarding Chip Outpost Products).
11. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request. The provisions of this Section 11 do not apply to Products that are designated as Chip Outpost Products (see Sections 15 and 17 below regarding Chip Outpost Products).
12. Export Compliance. In addition to the United States and its territories, Touchfly accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign jurisdictions, agencies or authorities, including, without limitation, the Export Administration Regulations administered by the Bureau of Industry and Security, the U.S. Department of Commerce, the Foreign Trade Regulations administered by the Census Bureau, the U.S. Department of Treasury, and the sanctions and regulations administered by the Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products, including, without limitation, any required license or applicable license exception necessary to, directly or indirectly, export, re-export, import, or cause to be exported, re-exported, or imported, Products to any country, individual, corporation, organization, or entity to which such export, re-export, or import is restricted or prohibited under applicable U.S. export control or sanctions laws and regulations (including, but not limited to, any of the foregoing under sanctions or embargoes administered by the United Nations, the U.S. Department of State, the U.S. Department of Treasury, the U.S. Department of Commerce, the European Union, or any other applicable government authority). These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.
13. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Touchfly Customer Service representative immediately to initiate a claim.
14. Return Policy. In most cases, Touchfly will accept merchandise returns subject to the terms outlined in this Section 14 and will replace the Product or refund your money at your option. Merchandise and Products purchased from third parties and not from Touchfly directly are not eligible for return, refund, or exchange.
To facilitate processing of returned merchandise:
Please obtain a Returned Merchandise Authorization (“RMA”) number prior to returning any Product(s).
For all returns not relating to manufacturers’ warranties, returns must be made within thirty (30) days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
Certain products shipped directly from suppliers must be returned to the supplier after obtaining the RMA number from Touchfly. Upon obtaining an RMA number you will be instructed where to return the Product.
All electrostatic discharge (“ESD”) sensitive devices returned to Touchfly may undergo incoming inspection, utilizing Touchfly’s ESD work instructions and the most recent version of the ANSI/ESD S20.20 standard published by the American National Standard Institute and EOS/ESD Association, Inc. An ESD product that has not been handled properly according to the standard will not be eligible for credit or refund.
Return freight charges must be prepaid or deducted from the invoice credit, as outlined in the RMA online process.
Products returned solely due to customer error may be subject to a restocking charge.
To the extent that Touchfly purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancellable/Non-Returnable.
Parts specified as “Non-Cancellable/Non-Returnable” at time of quote or sale are not returnable, including Products designated as Chip Outpost Products, except for the Chip Outpost Limited Warranty (see Section 17 below).
Returns relating to manufacturers’ warranties are subject to the terms and conditions of the applicable manufacturer’s warranty and the applicable manufacturer’s return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a Customer Service representative for details.
By returning any Product to Touchfly or supplier (as applicable), you represent and warrant that the returned Product was purchased through a Touchfly site, is not counterfeit or otherwise non-conforming. You acknowledge that counterfeit Products are not eligible for return, refund, or exchange, and that Touchfly does not accept any counterfeit Products. You also agree that Touchfly or supplier (as applicable) may test any returned Product to determine whether such Product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Touchfly or supplier suspects or determines, in its sole discretion, that any returned Product, including, without limitation, any electronic components, assemblies, supplies, and equipment contained therein, is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Touchfly or supplier may: (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such Product for further testing or other analysis without providing any replacement Product or refund until such time as a determination about the Product’s conformance to these Conditions of Order can be made; (iii) if such Product is determined to be counterfeit, quarantine such Product for a period of five (5) years, or longer if required by applicable law, and after the applicable quarantine period, irreversibly alter such Product so as to render the Product, including the internal elements physically unusable; and (iv) take such other actions as may be required or permitted under applicable law and Touchfly’s counterfeit avoidance policy. In the event you send Touchfly any counterfeit Product, you will be liable for all costs, expenses, and damages related thereto, and you agree to indemnify Touchfly against any claims and damages, including attorneys’ fees and costs, related to such counterfeit Product(s).
15. Chip Outpost. Chip Outpost Products are excess inventory products. Chip Outpost Products include, without limitation, excess electronic components that are provided directly from the Product supplier or as part of a supplier-authorized channel return from a franchised distributor. Touchfly believes that Chip Outpost Products are high-quality; however, these products may include certain imperfections, including, but not limited to, aged date codes, or may have been discontinued and/or obsoleted by the manufacturer. Chip Outpost Products quantities are limited and are not available for backorders. MANUFACTURERS’ WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS. ALL SALES OF CHIP OUTPOST PRODUCTS ARE FINAL. If you purchase a Product designated as a Chip Outpost Product, you understand that the Product is obtained by Touchfly on a Non-Cancellable/Non-Returnable basis; therefore, your purchase of a Product designated as a Chip Outpost Product is Non-Cancellable/Non-Returnable, except for the Chip Outpost Limited Warranty (see Section 17 below).
16. Purchaser’s Representations as to Merchantability and Suitability of Product for Any Use. Touchfly distributes Products manufactured by third-party manufacturers. Without limitation, Touchfly does not test the Products for conformance with any manufacturer specifications, and does not make any representation as to the merchantability and suitability of the Products for any use, whether or not such use is known to Touchfly. Purchaser represents and warrants to Touchfly that Purchaser is solely responsible for determining whether the Products are merchantable and suitable for the use(s) Purchaser intends. Without limitation, and only by way of example, Purchaser represents and warrants that it will determine the merchantability and suitability of the Product for use in any device or in any application, including, but not limited to, devices or applications involving life safety, life support, life sustaining, surgical, human implant, nuclear, aircraft applications, or for any other application in which the failure of a single component could create a situation in which property damage, personal injury, or death may occur. In addition, you acknowledge that Touchfly is not on the Qualified Manufacturers List (“QML”), and does not sell Qualified Product List (“QPL”) components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Touchfly are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATION UNDER SECTION 17, YOU AGREE TO INDEMNIFY AND DEFEND Touchfly AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
17. Product Warranty; Disclaimer; Limitation of Liability.
a. General Product Limited Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 17 ALL PRODUCTS ARE SOLD ON AN “AS-IS,” “WHERE IS,” AND “AS-AVAILABLE” BASIS. Touchfly agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Touchfly receives from manufacturers with respect to the Products sold by Touchfly to you. COPIES OF SUCH MANUFACTURERS’ WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING Touchfly. MANUFACTURERS’ WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS AND INSTEAD PRODUCTS PURCHASED THROUGH CHIP OUTPOST ARE SUBJECT TO THE SEPARATE CHIP OUTPOST LIMITED WARRANTY SET FORTH IN THIS SECTION 17. ON CERTAIN SPECIALLY ADVERTISED INVENTORY ITEMS, THERE ARE NO MANUFACTURER WARRANTIES OF ANY TYPE, AND SUCH PRODUCTS ARE SOLD ONLY IN LIMITED QUANTITY AND NO BACKORDERS OR RETURNS OF SUCH PRODUCTS ARE AVAILABLE.
b. Chip Outpost Limited Warranty. This limited warranty applies only to Products designated by Touchfly, on the Site or otherwise, as Chip Outpost products (the “Chip Outpost Products“). If you elect to purchase any Chip Outpost Product, Touchfly warrants solely to the original purchaser of the Chip Outpost Product from Touchfly, that the Chip Outpost Product will be free from defects in materials and workmanship for three (3) years from the original invoice date of such Chip Outpost Product (the “Chip Outpost Limited Warranty Period“). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.
Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, Touchfly shall promptly, at Touchfly’s option, (i) replace any Chip Outpost Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Chip Outpost Product; provided, however, that these remedies are conditioned on your returning the Chip Outpost Product during the Chip Outpost Limited Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with Touchfly’s Return Policy (see Section 14 above).
Third Party Testing. Touchfly reserves the right to have an independent third party examine and test any Chip Outpost Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and Touchfly.
c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 17, (i) Touchfly MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) Touchfly EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Touchfly shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Touchfly to you subject to any and all applicable intellectual property rights of third-parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:
Applications Engineering. Touchfly offers its applications engineering solely as a convenience to Touchfly customers. Touchfly applications engineering personnel strive to provide useful information regarding Products. Touchfly does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Touchfly shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Touchfly applications engineering personnel, or other Touchfly personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Touchfly does not guarantee that such information or recommendations are accurate, complete or correct.
Electronic Assemblies. Touchfly may offer for sale assemblies made from a combination of Products, which may or may not be included in an enclosure (“Electronic Assemblies”), and such Electronic Assemblies shall be Products under these Website Terms of Use and Conditions of Order. Touchfly agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Touchfly receives from manufacturers with respect to the Products that make up the Electronic Assemblies. Touchfly warrants for a period of ninety (90) days following the delivery of Electronic Assemblies by Touchfly that Touchfly’s assembly services regarding Electronic Assemblies (“Assembly Services”) will be free from material defects in workmanship. Touchfly’s warranty is limited to the Assembly Services and does not apply (i) to any of the Products that make up the Electronic Assemblies; or (ii) to any sales kits or other packaging of Products by Touchfly where no assembly is required. This warranty applies to the original purchaser only, and for a ninety-day period from the date of delivery, and only to Electronic Assemblies subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. Touchfly MAKES NO OTHER WARRANTY, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ELECTRONIC ASSEMBLIES, THE ASSEMBLY SERVICES, AND THE PRODUCTS THAT COMPRISE THE ELECTRONIC ASSEMBLIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT CREATING ELECTRONIC ASSEMBLIES COULD VOID OR INVALIDATE ANY WARRANTY PROVIDED BY THE COMPONENT MANUFACTURER. CUSTOMER ACCEPTS THE RESPONSIBILITY FOR REVIEWING COMPONENT MANUFACTURER WARRANTIES AND DETERMINING THE EXTENT TO WHICH THEY MAY APPLY OR BE VOIDED BY THE COMBINATION OF PRODUCTS TO CREATE ELECTRONIC ASSEMBLIES.
Customized Products. Touchfly also may, at the request of a customer, assemble, augment, and/or program Products in accordance with specifications provided by a customer (“Value-Added Services”), and any such Products assembled, augmented, or programed by Touchfly (each a “Customized Product”) also shall be Products under these Website Terms of Use and Conditions of Order. The customer has the sole responsibility to determine whether the Customized Product is a product that is suitable for the use or uses the customer intends and customer is responsible for all quality and tolerance testing. The customer also represents and warrants that all information contained in any specification customer provides to Touchfly is complete and accurate and any Customized Product prepared in accordance with the customer’s specifications will not infringe or misappropriate the right of any third party, including, without limitation, any intellectual property right. A Customized Product is Non-Cancellable/Non-Returnable. Touchfly warrants that Value-Added Services will conform to customer’s written specifications accepted by Touchfly for ninety (90) days after delivery of Customized Products by Touchfly. Touchfly does not warrant the Products themselves or the Customized Product, except with respect to the Value-Added Services as provided for herein. This warranty applies to the original purchaser only, for a ninety-day period from the date of delivery, and only to Customized Products subject to normal use and service. This warranty does not cover damage resulting from shipping, negligence, accidental misuse or abuse and improper operation, maintenance, service or storage. WITHOUT LIMITING ANY OTHER TERM OR PROVISION OF THESE CONDITIONS OF ORDER, Touchfly EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE CUSTOMIZED PRODUCT IS SUITABLE FOR USE IN ANY MEDICAL DEVICE OR IN ANY APPLICATION INCLUDING, BUT NOT LIMITED TO, LIFE SAFETY, LIFE SUPPORT, LIFE SUSTAINING, SURGICAL, HUMAN IMPLANT, NUCLEAR, OR AIRCRAFT APPLICATIONS OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CREATE A SITUATION IN WHICH PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH IS LIKELY TO OCCUR. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE VALUE-ADDED SERVICES AND CREATION OF CUSTOMIZED PRODUCTS COULD VOID OR INVALIDATE ANY MANUFACTURER WARRANTY.
No Other Warranties. Except for a duly-authorized officer of Touchfly making an additional warranty in writing, no employee or agent of Touchfly or any other party is authorized to make any warranty in addition to those made in this Section 17.
d. Limitation of Liability. IN NO EVENT SHALL Touchfly BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF Touchfly HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Touchfly RELATING IN ANY WAY TO ANY PRODUCT, ASSEMBLY SERVICE, OR VALUE-ADDED SERVICE EXCEED THE PURCHASE PRICE FOR THE PRODUCT (AND WITH RESPECT TO ASSEMBLY SERVICES AND VALUE-ADDED SERVICES, THE PRODUCT TO WHICH SUCH SERVICE RELATES), REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some countries may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.
18. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to indemnify, defend, and hold harmless Touchfly and Touchfly’s joint venturers, business partners, licensors, affiliates, suppliers, employees, officers, directors, owners, representatives and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Products, or any violation by you of these Conditions of Order.
19. Force Majeure. Touchfly will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics, quarantine restrictions, riots or war. Touchfly’s time for delivery or performance will be extended by the period of such delay or Touchfly may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
20. Applicable Law; Dispute Resolution; Limitation on Actions. The laws of the State of Minnesota in the United States shall apply to these Conditions of Order, without regard to any conflict of law provisions (whether the State of Minnesota or any other jurisdiction that would cause the application of laws other than those of the State of Minnesota). The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a “Dispute“) shall be settled by the American Arbitration Association (AAA), under its Commercial Arbitration Rules, and YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE CONDITIONS OF ORDER. The arbitration will be conducted in the English language before, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The seat or place of arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Order will be joined to an arbitration involving any other party subject to these Conditions of Order, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Touchfly, Touchfly may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement or misappropriation of Touchfly’s or any third party’s intellectual property or proprietary rights. You hereby consent to jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that Touchfly’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute initiated by you must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date Touchfly denies a warranty claim under Section 17 of these Conditions of Order.
21. General Provisions. These Conditions of Order constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Touchfly of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Touchfly. These Conditions of Order and the subject matter that they cover, including without limitation the purchase of Products, do not create any joint venture, partnership, employment, or agency relationship between you and Touchfly or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns, and do not and are not intended to confer any rights or remedies upon third-parties.
22. Changes to the Conditions of Order. Touchfly reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the “Date of Last Modification” will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Touchfly may in its discretion send notifying you of changes to this Conditions of Order and other Touchfly policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Conditions of Order to the contrary, Touchfly may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and Touchfly.