Terms and Conditions of Use

Effective Date of Terms: August 24, 2010.


1. General; Agreement to Terms; Users

These Terms and Conditions of Use ("Terms") are entered into by and between you and Maxwell Systems, Inc., a Pennsylvania corporation ("Maxwell Systems" or "We"). In consideration of your use of and access to this Website (the "Site"), and the promises and obligations herein, and intending to be legally bound, you and Maxwell Systems hereby agree as follows:

a. Your access to and use of this Site is subject to and governed by these Terms, which incorporate the separately posted Privacy Policy ("Privacy Policy"), as well as any modifications to the Terms or Privacy Policy issued by Maxwell Systems and all applicable laws and regulations. By using this Site, you agree to comply with and will be deemed to be bound by these Terms, the Privacy Policy and the applicable laws and regulations in connection with your use of the Site. If you do agree to be bound by these Terms, the Privacy Policy and all applicable laws you are required to leave the Site and discontinue use of the Site and services provided on or through the Site.

b. Among other things, this Site provides general information concerning Maxwell Systems products and services, the opportunity for customers to view invoices and make payments for outstanding invoices and reinstate expired contracts. Customers may also obtain information on how to purchase products and services (including certain customer service features), the opportunity to access certain support services (such as initiating a support ticket, researching technical questions via a knowledge base system, engaging in webchats with customer service representatives and obtaining file downloads). Certain features on the Site, such as obtaining support and making payments for outstanding invoices are available only through use of the "My Maxwell." Accessing the My Maxwell requires registration. Only customers who have active support and maintenance contracts with Maxwell Systems, or who have had active support and maintenance contracts within the past twelve months may access My Maxwell and the related features offered through the My Maxwell. For existing Customers, individuals may register for My Maxwell by going to Maxwell Systems website, http://www.maxwellsystems.com, and clicking on the link "Don't have an account? Click here to enter your e-mail address"and then following the prompts. Upon completion of the sales process, all customers will be registered to access My Maxwell.

c. These Terms and the information provided on the Site do not modify or supersede and in no way override the terms and conditions of any written license agreements, support and maintenance agreements, professional services agreements or similar agreements between you and Maxwell Systems.

2. Changes in Terms; Termination.

Maxwell Systems shall have the right, in its sole discretion, at any time and without prior notice, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Site. The date of the last revision of the Terms will appear at the top of these Terms. You are responsible for reviewing the Site periodically for any modification to these Terms. You agree that you shall be deemed to be apprised of and bound by any revisions or additions by Maxwell Systems to the Terms. Your continued use of the Site after any such changes to the Terms constitutes your acceptance of the new Terms, whether or not you actually reviewed them. No modification to these Terms by any party other than Maxwell Systems shall be valid or enforceable against Maxwell Systems unless expressly agreed to by Maxwell Systems in writing signed by a duly authorized officer of Maxwell Systems.

3. Discontinued Operation of Site.

Maxwell Systems shall have the right, in its sole discretion, without notice and at any time and for any reason to discontinue operation of the Site, or any portion thereof, or any products or services offered through, if any, or advertised on this Site, or to terminate yours or any individual's access to or use us the Site. Maxwell Systems shall also have the right to terminate your My Maxwell account at any time, in its sole discretion, for any or no reason and in such case you will not be able to access certain features of the Site. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any termination of the Site or your use thereof.

4. Site Content; Trademark and Copyright.

The text, images, photographs, graphics, logos, illustrations, descriptions, data and other material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the "Content."

The Content may contain errors, omissions, or typographical errors or may be out of date. Maxwell Systems may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational purposes only and is not binding on Maxwell Systems in any way except to the extent it is expressly provided to be so.

Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by Maxwell Systems or by third parties that have licensed their use to Maxwell Systems. You may view and use the Content only for your personal information, for shopping or ordering on the Site (to the extent the Site permits), or using the customer service features and for no other purpose. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute or commercially exploit any of the Content, or use data mining, robots or similar data gathering and extraction tools at the Site. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Maxwell Systems, Maxwell Systems Platform Partners, Maxwell Systems Business Partners, Maxwell Systems corporate partners, or Maxwell Systems suppliers and vendors (collectively, the "Partners") without the express, written consent of Maxwell. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without Maxwell Systems express written consent. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of Maxwell Systems is strictly prohibited.

© 2013 Maxwell Systems, Inc. All Rights Reserved. Maxwell Systems, American Contractor, Colonial, Management Suite, Estimation, ProContractorMX, and StreetSmarts are registered trademarks of Maxwell Systems, Inc. Other trademarks are property of their respective owners.

5. Notice and Procedure for Making Claims of Intellectual Property Infringement.

If you believe that your rights under United States or international copyright laws are being violated by any Content posted on or transmitted through the Site, or items advertised on the Site, please contact Maxwell Systems promptly so that we may investigate the situation and, if appropriate, block or remove the offending Content. In order for us to investigate your claim of infringement, you must provide us with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

A description of the copyrighted work or other intellectual property that you believe has been infringed;

A description of where the material that you claim is infringing is located or identified on the Site;

Your name, address, telephone, number and e-mail address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent or the law; and

A statement by you, made under penalty of perjury, that the information submitted to Maxwell Systems is accurate and that you are the owner of the copyright or intellectual property or authorized to act on behalf of the owner of the copyright or intellectual property.

The above information should be provided to Maxwell Systems agent for notice of claims of copyright or other intellectual property infringement, who can be reached as follows:

By Mail:
CEO at Maxwell Systems, Inc.
1000 First Ave, Suite 200
King of Prussia, PA 19406

By Phone:
610-277-3515

6. Submissions.

Except as otherwise expressly provided herein or in the Privacy Policy or in a separate written agreement between you and Maxwell Systems, any communication or material you transmit to this Site by electronic mail or otherwise, including any questions, comments, suggestions, or the like, is and will be treated as non-confidential and non-proprietary and may be used by Maxwell Systems, any of its Partners or their respective affiliates or related entities for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, Maxwell Systems, its Partners and their respective affiliates and related entities are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to this Site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services using information contained in such communication. With respect to any feature of the Site, if any, that allows you to upload, post or otherwise submit Content (if any), you may not upload, post or submit through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material or information of any kind, including but not limited to any material or information that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. If we are notified of any such material or information provided by you, we may investigate the allegation and determine, in our sole discretion, whether to remove or request the removal of such materials and information from the Site. Without limiting any of the provisions of this Section 6, we may disclose any material or information (including but not limited to electronic communication) of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site or our business; or (iii) to protect the rights or property of Maxwell Systems, any of its Partners, you or other users of the Site. With respect to any feature of the Site, if any, that allows you to upload, post or otherwise submit Content, you may upload, post or otherwise submit to the Site only such Content (i) that is not subject to any copyright or other proprietary rights restrictions; (ii) with respect to which the owner or licensor has given express authorization for Maxwell Systems to distribute over the Internet; or (iii) that does not contain any material that may damage, interfere with, intercept or expropriate any system, data or personal information. Any copyrighted or otherwise proprietary Content distributed with the consent of a copyright owner should contain a phrase such as "Copyright, owned by [name of owner]; used by permission." The unauthorized submission of copyrighted or other proprietary Content is illegal and could subject you to civil and criminal liability. You will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from an unauthorized submission or submission of any material prohibited by these Terms and, in addition to the indemnification provided for in Section 11, you hereby agree to defend, indemnify, and hold harmless Maxwell Systems, its Partners and their respective affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys' fees and court costs), arising out of or related to any of the foregoing.

7. Linked Third Party Sites.

Links to other websites operated by third parties, including any Partners, do not constitute sponsorship, endorsement, or approval by Maxwell Systems of the content, policies, or practices of such linked sites. Linked sites are not operated, controlled, or maintained by Maxwell Systems, and Maxwell Systems is not responsible for the availability, content, policies, or practices of linked sites, including without limitation privacy policies or practices. Links to other sites are provided for your convenience only, and you access them at your own risk.

8. Prices; Orders

All prices displayed on the Site, if any, are quoted in U.S. Dollars. Maxwell Systems does not currently allow for purchases of products or services through the Site. Maxwell Systems reserves the right without prior notice to discontinue or change specifications and prices on products and services advertised on the Site without incurring any obligation to you. Products displayed on the Site are not guaranteed to be available. Descriptions of, or references to, products or services on the Site do not constitute a warranty by Maxwell Systems or any of its Partners.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY AS TO THE SITE AND CONTENT.

NEITHER MAXWELL SYSTEMS, ANY OF MAXWELL SYSTEMS PARTNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF ANY SITE OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION AND MATERIALS. MAXWELL SYSTEMS, MAXWELL SYSTEMS PARTNERS AND THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT, INFORMATION AND MATERIAL PROVIDED ON THE SITE IS PROVIDED TO USERS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE "AS IS" CONDITION OF THE CONTENT, INFORMATION AND MATERIALS PROVIDED ON THIS SITE OR ANY LINKED SITE IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

While Maxwell Systems takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your personal information.

UNDER NO CIRCUMSTANCES SHALL MAXWELL SYSTEMS, ANY OF MAXWELL SYSTEMS PARTNERS, ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF MAXWELL SYSTEMS OR ANY OF ITS PARTNERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. DISCLAIMER OF WARRANTY AND LIMITATION ON LIABILITY AS TO PRODUCTS AND SERVICES.

THE ONLY WARRANTIES, IF ANY, MADE BY MAXWELL SYSTEMS WITH RESPECT TO PRODUCTS OR SERVICES (INCLUDING MAINTENANCE AND SUPPORT) LICENSED OR PURCHASED BY YOU, WHETHER THROUGH THIS SITE, IF AVAILABLE, OR OTHERWISE ARE CONTAINED IN THE LICENSE AGREEMENT OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND MAXWELL SYSTEMS APPLICABLE TO SUCH PRODUCT OR SERVICE. EXCEPT FOR ANY SUCH WARRANTIES, MAXWELL SYSTEMS AND ITS PARTNERS FURNISH ALL PRODUCTS AND SERVICES SOLD OR PROVIDED ON THIS SITE ON AN "AS IS" BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

UNDER NO CIRCUMSTANCES SHALL MAXWELL SYSTEMS, ANY OF MAXWELL SYSTEMS PARTNERS, ANY OF THEIR AFFILIATES OR RELATED ENTITIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM ANY PRODUCTS OR SERVICES SOLD, ADVERTISED OR PROVIDED ON THE SITE, EVEN IF MAXWELL SYSTEMS OR ANY OF ITS PARTNERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OR MAXWELL SYSTEMS OR ANY OF ITS PARTNERS EXCEED THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.

11. Indemnification.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MAXWELL SYSTEMS, ITS PARTNERS AND THEIR RESPECTIVE AFFILIATES AND RELATED ENTITIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR ACCESS TO OR USE OF THIS SITE AND ANY PRODUCTS OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE SITE AND ANY PRODUCT OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE.

12. Registration; Customer Accounts; Use of Site.

Certain services offered on or through the Site, including obtaining support and payment of outstanding invoices to Maxwell Systems, are available only through  to eligible users that have created a My Maxwell account. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify Maxwell Systems immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for any losses incurred by Maxwell Systems or any other users of the Site due to someone else using your password or customer account. You may not use anyone else’s password or customer account. You may not attempt to gain unauthorized access to the Site, and if you attempt to do so, or assist others in making such attempts, then Maxwell Systems may terminate your account. You agree to provide us with accurate information about yourself and your billing information as prompted by the registration or bill payment process or, if available, purchasing process, and update that information to keep it current. You may update your account information by logging into your account and clicking the "Request Contact" button which will facilitate contact from a Maxwell representative.

You may not use any automatic device, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site.

13. Use By Children

You must be at least 13 years old to use the Site, and if you are under 18, you may use the Site only with the permission and involvement of a parent or guardian.

14. Miscellaneous.

These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter, For clarity, these Terms do not supersede any written license agreements, support and maintenance agreements, professional services agreements or similar agreements between the parties. No waiver by Maxwell Systems of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.

EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION ARISING OUT OF, IN CONNECTION WITH OR RELATED TO, THESE TERMS, YOUR USE OF THE SITE OR, IF AVAILABLE, ANY PRODUCTS OR SERVICES YOU PURCHASE USING THE SITE. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED OR OTHERWISE INDICATED THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT OF A JURY TRIAL IN THE EVENT OF ANY DISPUTE, ACTION, PROCEEDING OR LITIGATION. EACH OF THE PARTIES AGREES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS.

Maxwell Systems and its Partners shall not be liable for any nonperformance or delay in performance caused by any act beyond their reasonable control.

Access to or use of this Site shall not be construed as the purposeful availment by Maxwell Systems or any of its Partners of the privilege or benefits of doing business in any state or legal jurisdiction other than the Commonwealth of Pennsylvania. These Terms, and any disputes of any kind between you and Maxwell Systems, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts or choice of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, these Terms, use of this Site, including any orders placed or products purchased on the Site if such feature is available on the Site, shall be in the federal courts located in the Eastern District of Pennsylvania or in the state courts located in Montgomery County, Pennsylvania.

If you have any questions about these Terms please contact us at:

Maxwell Systems, Inc.
1000 First Ave Suite 200
King of Prussia, PA 19406

marketing@maxwellsystems.com
610-277-3515

Read our Privacy Policy