KOA Electronics Distribution Inc.

Terms and Conditions

Last updated: March 22, 2022

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://www.koaedi.com website (the "Service") operated by KOA EDI, INC ("us", "we", or "our"). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.  

**Disclaimer/General: Please Read**

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://www.koaedi.com website (the "Service") operated by KOA EDI, INC ("us", "we", or "our"). These terms of use in the document constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter hereof, including the terms and conditions set forth on any purchase order issues by the buyer. These terms also constitute a binding legal agreement between you and KOA Electronics Distribution Inc. (“Company”) and all of its subsidiaries and govern your use of this website and/or application (www.koaedi.com) as well as any services provided to you that is accessed through the website.  Please read these terms carefully. By using our website or any services as indicated or provided by KOA Electronics Distribution Inc (KOA E.D.I) you accept and agree to these terms on behalf of yourself or the entity you represent, and you represent and warrant that you have the right, authority, and capacity to do so on behalf of yourself of the entity you represent. If you do not wish to be bound by these terms of use, you may not access or use the website or register for any services offered or accessed through the website. In the case of a conflict between any provision of these terms of use and any other product EULA or other Agreement that you have entered into with a company, The other EULA or agreement will govern. Meaning, these Terms may in some instances differ from those affixed to Buyer's purchase order or other documents, if so, any additional terms or terms conflicting with these Terms will not apply and are expressly rejected unless specifically set forth in a separate written agreement between the parties.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. KOA EDI, INC its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

General

All sales by KOA Electronics Distribution Inc., doing business as KOA Electronics Distribution Inc., (KOA E.D.I) (“Seller”), are expressly conditioned by and under these terms and conditions (The “Terms”). Acceptance of Buyer's order is expressly conditioned upon Buyer's acceptance of or assent to these Terms, which shall be established by a written acknowledgment, by implication, or by acceptance or payment for products ordered hereunder. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Terms. Any changes in these Terms must specifically be agreed to in writing and signed by an officer of Seller before becoming binding. Receipt by Buyer of any products sold hereunder shall be conclusively deemed acceptance of these Terms. These terms and conditions govern the sale of products in the United States and Buyer is expressly prohibited from selling products outside the United States unless authorized by Seller.

Introduction and Scope

Company (KOA E.D.I.) sells hardware products ("Hardware" or “Products”) and software, either embedded in the Hardware or distributed separately ("Software", and together with the Hardware, the "System"). Company (KOA E.D.I.) owns and operates this Website, and provides access to certain internet and software application services related to the use of Company Systems and Company-owned brands ("Services"). For the avoidance of doubt, the Company End User License Agreement between you and Company (the "EULA"), located at https://koaedi.com/support/terms-conditions/, sets forth the terms and conditions that apply to the use of the website, purchase of products, and use of services hereof.  Company may at any time, in its sole discretion, update or modify the Terms, and such modifications will be effective immediately upon being posted on the Website. It is your responsibility to check the Website periodically for changes to these Terms. If you do not accept the changes to these Terms, your sole recourse will be to cease the use of this Website and the Services or any portion thereof.

Use of Communication Services

Company’s Websites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, 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:

1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
3. Advertise any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
4. Conduct or forward surveys, contests, pyramid schemes or chain letters.
5. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
6. Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
7. Violate any applicable laws or regulations.

The company (KOA E.D.I) reserves the right to review materials posted to a Communication Service, to evaluate and respond to any request to remove potentially infringing or otherwise objectionable material, and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Company 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 its sole discretion. Always use caution when giving out any personally identifying information about yourself in any Communication Service. Company does not control or endorse the content, messages or information found in any Communication Service and, therefore, Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

Submissions

Company does not claim ownership of the materials you provide to Company (including feedback and suggestions) or post, upload, input or submit to any Company Website or its associated services (collectively, "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting the Company, its affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission. By posting, uploading, inputting, providing, or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to post, such Submission. In addition, your submission of personal information through the Website is governed by our Privacy Policy.

Services

The features and functions of the Services are described in more detail in the applicable Company user documentation and guidelines available elsewhere on the Website. The Services include any additional features and functionality that Company may, in its sole discretion and from time to time, offer to you. Company may, in its sole discretion and without notice or liability, modify features and functions of the Services, or discontinue Services, at any time. If you do not accept such changes to the Services, you may immediately cancel your use of such Services as provided in Section 12 below.

Purchases

If you wish to purchase any product or service made available through the KOA Electronics Distribution Inc. ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. (b) Payment. Access to your account will not be permitted until Company has verified that the credit card information is accurate and that your credit card account is in good standing. If you choose a subscription option with recurring payments, you agree that Company may automatically charge the subscription fee to your credit card at the beginning of each billing period. Company reserves the right to suspend or terminate your access to the Services without notices upon rejection of any credit card charges or your card issuer (or its agent or affiliate) seeking a return of payments previously made to Company for the Services. Such rights are in addition to and not in lieu of any other legal right or remedies available to Company. Company reserves the right to refer your account to a third party for collection in the event of an ongoing default, and you agree to reimburse Company for any costs incurred by Company in the collection of amounts that are past due, including for any reasonable attorneys' fees and court costs.

Taxes

The amounts payable by you to Company hereunder are exclusive of any applicable sales, use, value added, excise or similar taxes that may apply to the transactions contemplated hereunder. You agree to pay to Company any such taxes that Company is required to collect under applicable law.

Availability, Errors, and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Contests, Sweepstakes, and Promotions

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms & Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of KOA EDI, INC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of KOA EDI, INC.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by KOA EDI, INC. KOA EDI, Inc has no control over and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that KOA EDI, INC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third-party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless KOA EDI, INC and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

Limitation Of Liability

In no event shall KOA EDI, INC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us.