Welcome to the Tonix Website (“Site“). These terms and conditions are a legal agreement (the “Agreement“) between you and the company you work for and Tonix Corporation ("Tonix") stating the terms that govern all orders from Tonix and your use of this Site.
Please read this Agreement carefully. You agree that your order of Tonix product constitutes acceptance of the terms and conditions listed in this Agreement.
1. Use of the Site. You may use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. Tonix grants you a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you as long as you:
• Make only lawful use of the Site and the content.
• Violate no rights or licenses of any third party.
• Keep unchanged all copyright and other notices.
• Protect the Content from unauthorized use, modification, reproduction, distribution or publication.
• Do not portray Tonix, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way.
• Abide by all applicable local, state, federal, national and international laws, rules and regulations.
• Send no e-mails to recipients who have asked that you stop sending them e-mails.
• Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any user's experience of the Site. Tonix may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations.
2. Submissions. You will provide accurate, current, and complete information as may be required in the course of using the Site. You further agree to maintain and update your information to ensure it is at all times accurate, current, and complete. Tonix may terminate your use of portions or the entire Site if any information you provide is false, inaccurate or incomplete, as determined by Tonix in its sole discretion. You agree that Tonix may store and use any information you provide on an unrestricted for purposes of lawfully conducting its business, including but not limited to, keeping you up to date on product offerings.
3. Intellectual Property. Unless otherwise noted, Tonix owns or has licensed all Content, and any copyright, trademark, trade dress or other intellectual property which is protected under U.S. and international laws and treaties. The Site contains various protected trademarks, service marks, trade names and trade dress owned by Tonix. Other trademarks used on the Site are the property of their respective owners. You may not use any Tonix or other trademarks as part of your company name, corporate name, trade name or domain name.
4. Disclaimers and Liability Limitations. YOU USE THE SITE, MARKETING TOOLS AND SOFTWARE SOLELY AT YOUR OWN RISK. TONIX PROVIDES THE SITE AND SOFTWARE "AS IS," AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. IN NO EVENT WILL TONIX OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, MARKETING TOOLS OR SOFTWARE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF TONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Indemnification. You agree to defend, indemnify and hold harmless Tonix and its affiliates, officers, directors, owners, agents, employees, contractors, licensees and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorney's fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the terms or conditions contained in this Agreement.
6. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content and Software downloaded or obtained from this Site, as well as all copies of any Content or Software.
7. Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of California. The parties hereby consent to personal jurisdiction over them by the courts within Alameda County, California. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorney's fees.
8. Ordering Terms & Conditions. Orders for Tonix Corporation goods (the “Goods”) are subject to the following terms and conditions of sale.
1. Ordering. Tonix shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Tonix (i.e., they are non-refundable), except upon the consent of Tonix in each instance. You may pay for your first order by Cash On Delivery, pre-payment, credit card or with a company check upon prior credit approval by Tonix. Tonix shall deliver Goods F.O.B. Tonix’s shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Tonix facility. Tonix shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and Tonix EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Tonix shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid.
2. Payment. You shall purchase Goods in accordance with the Tonix price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs, duties and other governmental charges. Late payment of any amount will be grounds for Tonix to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law.
3. Pricing. All prices are subject to change without notice. Tonix assumes no responsibility and shall incur no liability whatsoever if price change notices are not received.
4. Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by Tonix in advance. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from Tonix. Cancelled orders or returns of unwanted merchandise must be approved in advance and will be subject to a 15% restocking fee plus applicable shipping charges.
6. Security Policy. Our Secure Sockets Layer (SSL) software is the industry standard and among the best software available today for secure commerce transactions. It encrypts all of your personal information, including credit card number, name, and address, so that it cannot be read over the internet.