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Terms for testforce.com




Last updated by the Testforce team on March 20, 2018


Welcome to testforce.com! These terms and any terms referenced herein form the legal agreement between you and Testforce Systems Inc. (“Testforce”), that governs your use and access to testforce.com (the “Site”). By accessing, browsing or using the Site you agree to be bound by these terms (the “Terms” or “Site Terms”). If you do not agree to the Terms, you must not use, access or browse the Site.


You can also access interactive and informational portions of the Site, like the community or support site, that require you to register with testforce.com in order to view or fully utilize them (the “User Sites”). Those portions of the Site may require additional terms, which will be displayed to you when you register (the “User Site Terms”).


We hope you visit our Site often, and when you do, stop by this page as well, as the Terms may be changed or updated from time to time. We will always post the date the Terms were updated at the top of the page.



Privacy


We take privacy seriously. We encourage you to review the Testforce Privacy Notice, which will tell you how we may collect, use and protect your information and data. You can find the Testforce Privacy Notice here.



Ownership of Content


Our goal is to provide you with broad, rich and diverse content on the Site. We publish materials that are owned by Testforce, its partners and suppliers, its subsidiaries and affiliates, or Testforce licensors, partners etc. Everything we publish on the Site is protected by copyright laws and considered the intellectual property of the respective owners. If you use any materials published on the Site, you may do so, but only for your own internal non-commercial purposes, and so long as all trademark(s), copyright(s) and other proprietary notices are intact and you do not edit the materials.


Testforce reserves any and all rights or permissions not expressly granted to you in these Terms.



Products and Services


Because this Site is international, certain products, services, promotions or portions of the Site may not be available in your country. Please contact your local sales representative for availability information.


Don’t have a rep yet? Let us help you find one here.



Content Moderation


Some parts of the Site allow you to post or read content posted by other users. While Testforce does not generally edit or monitor content posted by our users, we require that all users follow the simple rules that are listed below. If you don’t follow the guidelines, we may remove the content and/or limit or eliminate your access to the Site. We believe that these rules make everyone’s experience on the Site better—the “Technology Golden Rule,” if you will.

  • Be honest.
  • Act like the pro you are, and be respectful of others.
  • Share information wisely and remember that all posts could be permanent.
  • Keep information relevant to the discussions and free of advertising or solicitations.
  • Only post things that you are lawfully able to post. This means don’t post anything that you are prohibited from sharing, you don’t have the necessary rights to post or anything that is harmful or disparaging to a third party (other users included)!


Feedback


We love hearing from you, but please keep in mind that anything you submit to us is considered non-confidential. Feedback related to Testforce, and/or our products and services, is considered non-confidential and the property of Testforce. We will be entitled to use the feedback free of any restrictions and may disseminate it in any form.



Third Party Links


The Site may contain hyperlinks to third party websites. While we will try to make it clear when a hyperlink is not one of ours, it is important that you realize that Testforce makes no representations or warranties regarding these third party sites or any content that may be linked to through a third party hyperlink.


(Pro tip: if you “hover” over a hyperlink with your mouse, the actual web address that you will be redirected to will display at the bottom of your browser).



Translations


We generally publish everything on the Site in English, but we try to accommodate our visitors and customers from around the globe with translations where we can. These translations may be done by computer (we love technology), but may not be reviewed with the same vigor as our other content is, so we cannot guarantee the accuracy or completeness of these translations.



Export Requirements


The Site, including any content and materials, and all Testforce products and services, including postings of encryption code as referenced below (“Site Content”) are subject to control under Canadian law and you agree to comply with all applicable import and export laws and regulations.



Disclaimer


THE SITE, USER SITES, AND ALL ASSOCIATED CONTENT AND SUPPORT ARE PROVIDED BY TESTFORCE ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOU BEAR AND ACCEPT ALL RISKS ASSOCIATED WITH ACCESSING OR OTHERWISE RELYING ON THE SITE, USER SITES, AND ANY CONTENT AND/OR OFFERING MADE AVAILABLE TO YOU THROUGH YOUR ACCESS AND USE. TESTFORCE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT THAT APPEARS ON THE USER SITES, REGARDLESS OF WHO ORIGINATES THE MATERIAL. TESTFORCE AND TESTFORCE AFFILIATES AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TESTFORCE DOES NOT WARRANT THAT YOUR USE OF THE USER SITES AND ANY CONTENT MADE AVAILABLE IN CONNECTION THEREWITH, WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT YOUR ACCESS OR USE OF USER SITE CONTENT WILL OPERATE OR FUNCTION AS INTENDED ON YOUR NETWORK.


SOME JURISDICTIONS DO NOT ALLOW THE EXLUSION OF EXPRESS OR IMPLED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.



Limitation of Liability


TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL TESTFORCE AND/OR TESTFORCE AFFILIATES AND REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, WARRANTY, OR OTHERWISE) TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHICH MAY BE INCURRED BY YOU (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA OR OTHER INFORMATION, USE, GOODWILL OR BUSINESS REPUTATION) ARISING OUT OF OR RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE, USER SITES, AND ANY OFFERINGS, DATA, MATERIALS, AND OTHER CONTENT (WHETHER PROVIDED BY TESTFORCE OR A THIRD PARTY) THEREWITH EVEN IF TESTFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING.


TESTFORCE AND/OR ITS AFFILIATES AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM, BUT NOT LIMITED TO, THE FOLLOWING: (A) COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, SOFTWARE PROGRAMS, CONTENT OR SERVICES; (B) UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT(S); (C) ANY ALTERATION, CORRUPTION, DELETION, DAMAGE OR LOSS OF ANY CONTENT USED IN CONNECTION WITH THE USER SITES; (D) FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION WITH RESPECT TO THE CONTENT; (E) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ONLINE ACCESS TO OR USE OF THE USER SITES; AND (F) ANY THIRD PARTY CONDUCT OR TRANSMISSIONS OF DATA.


YOU AGREE THAT TESTFORCE IS UNWILLING TO MAKE THE USER SITES AVAILABLE TO YOU, ABSENT THE FOREGOING LIMITATIONS OF LIABILITY, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.



Termination


You may terminate your access and use of the Site and its content at any time, however all material terms of the User Site Terms shall remain in effect after the expiration or termination. Testforce may terminate, suspend, or discontinue your access to the Sites and its contents at any time and for any reason, with or without notice to you. Any termination by you or Testforce shall not affect any agreement(s), including license agreements.



Venue & Severability


In the event a court of competent jurisdiction determines that any clause in these Terms is invalid, illegal or unenforceable, the remainder of these Terms shall continue in full force and effect.


The laws of the Province of Ontario (excluding its conflict of laws provisions) will apply to any dispute arising out of or relating to this Site. All proceedings shall be brought before a court of competent jurisdiction in Toronto, Ontario, including Federal Jurisdiction.





Quotes and Orders in Canada


An order will constitute a contract between Testforce Systems Inc., hereinafter referred to as The Company, and the Purchaser when accepted in writing by The Company at its head office in St-Laurent, Canada. A contract resulting from the acceptance of an order may be cancelled or altered by the Purchaser only if agreed to in writing by The Company at its home office, subject to payment of reasonable charges necessary to protect The Company from loss. Until accepted, as provided herein, an order shall constitute an offer to purchase. Neither the acceptance of any deposit made with an order, nor the acceptance of an order, buy if the order is not accepted, The Company will promptly refund such deposit.



Integration Orders


All Integration orders shall be subject to the following payment terms. 30% of contract upon placement of order, 30% upon a mutually agreed upon milestone, 30% upon order shipment, 10% net 30 days. All Integration orders are designated as a –I docket.


All Integration orders placed on hold at the request of The Purchaser shall be subject to an invoice equal to 75% of the contract value.



Damage

The Company shall not be liable for any special, indirect, or consequential damage of any kind.



Delivery

The Company shall not be liable for any failure to make delivery or other default by reason of any occurrence or contingency beyond the reasonable control of The Company or any of its sources of supply. In the event of any such occurrence or contingency, The Company may extend delivery schedules or may at its option cancel the order, in whole or in part, without liability other than to return any deposit or prepayment should the whole order be cancelled.



Prices

The Company’s prices do not include sales, use, excise, import, export or similar taxes or transportation charges. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other similar tax applicable to the sale or use of the equipment hereunder shall be paid by the Purchaser or, in lieu thereof, the Purchaser shall provide The Company with a tax-exemption certificate acceptable to the taxing authorities.



Loss or Damages

Unless otherwise agreed to in writing by The Company, the risk of loss or damage to any product shall pass to the Purchaser upon delivery of the product to the carrier for shipment to the Purchaser. The Company will obtain a clear receipt from the carrier and all claims for damages, or shortages in shipment, must be made against the carrier by The Purchaser. A copy of the carrier’s inspection report shall be forwarded to The Company.



Warranty

Testforce Systems Inc., warrants the equipment to be free from defects in material and workmanship for a period of one (1) year after shipment from Testforce, whichever is shorter. In the event of a defect, The Company’s obligation shall be limited to supply of replacement parts free of charge, F.O.B. St-Laurent, Canada, or making repairs on defective parts, whichever in its discretion it deems the more expedient. This obligation shall be conditioned upon the Purchasers giving The Company written notice of a defect within ten days after the discovery thereof. If defective parts are returned to The Company by the Purchaser, transportation charges shall be prepaid by the Purchaser. Testforce Systems Inc. reserves the right to determine the location and personnel necessary to effect any corrective action during the warranty period. If at the discretion of Testforce Systems Inc., and with the customer’s approval, the corrective action can be performed expeditiously and more economically in the customer’s plant, with the customer personnel, the cost of the repair will be limited to direct labor charges only. The Company shall not be liable for consequential damages.



Terms

The Company shall not be bound by any terms, conditions, representations or warranties, express or implied, which are not stated herein.



Cancellation

The Purchaser may cancel his order only upon written notice and upon payment to The Company of reasonable and proper cancellation charges and any other direct charges incurred by The Company.



Terms of Payment

Unless otherwise stated, in writing, payment by the Purchaser shall be made in Canadian funds, 30 days after shipment from The Company's plant. Terms are net, subject to approved credit. If shipments are delayed by the Purchaser, payments shall become due on the date when The Company is prepared to make shipment. Equipment held for the Purchaser shall be at the risk and expense of the Purchaser.



Shipping Dates

Shipping dates are approximate and are effective from the date of receipt by The Company of The Purchaser’s formal purchase order and all necessary information that is to be furnished by The Purchaser.



Special Containers

An extra charge will be made for special containers.



Partial Shipments

The Company reserves the right to submit invoices on partial shipments.



Purchase Conditions

On orders placed with The Company in accordance with this quotation, the above conditions shall take precedence over printed conditions which may appear on the Purchaser’s standard purchase form, letter of intent or any other form of purchase utilized by the Purchaser.



Past Due Payments

Amounts past due are subject to a service charge of 1 ½% per month or fraction thereof (18% per year).



Credit

All orders are subject to credit approval by The Company.



Transportation

The Purchaser is liable for any and all transportation charges from The Company home office in St-Laurent.