Last updated on November 3, 2019
Acceptance of Terms
a.) Lectron, a Lectron OÜ product (“Lectron”, “Lectron, Inc.", "Lectron Corporation” or “we”), provides its Service (as defined below) to you through its web site located at lectron.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
b.) Lectron may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time via lectron.com. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services.
c.) As part of the registration process, you will identify an administrative username and password for your account (“Account”).
Description of Service
The “Service(s)” includes (a) the Site, (b) Lectron's software-as-a-service platform for hiring software developers and managing software development projects and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
The Service is designed to connect customers (“Customers”) with third party software developers (“Developers”) and manage software development projects and deliverables for Customers and may be subject to additional terms, including payment terms if you are a Customer or Developer. If you are a Customer you may be required to agree to our Customer Terms, available at lectron.com/terms prior to purchasing the Service. If you are a Developer, you may be required to agree to our Developer Terms available at lectron.com/terms prior to accepting a Project. The Customer Terms and Developer Terms shall hereinafter be referred to as the “Additional Terms.” If there is any conflict between this TOS and the Additional Terms, the Additional Terms shall control.
General Conditions / Access and Use of the Service
a.) Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Lectron. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Lectron provides you or publishes in connection with the Service, and you shall promptly notify Lectron if you learn of a security breach related to the Service.
b.) Any software that may be made available by Lectron in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Lectron hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Lectron for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Lectron or any third party is granted to you in connection with the Service.
c.) You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You agree to cooperate with and provide reasonable assistance to Lectron in promoting and advertising the Services.
d.) You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Lectron reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Lectron a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content solely to provide the Services. Lectron has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Lectron may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
e.) You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Lectron's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Lectron will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
f.) You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Lectron's published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
g.) The failure of Lectron to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Lectron, even though it is electronic and is not physically signed by you and Lectron, and it governs your use of the Service.
h.) Subject to the terms hereof, Lectron may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
Representations and Warranties
You represent and warrant to Lectron that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Lectron to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Lectron's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
Lectron reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Lectron reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.
Disclaimer of Warranties
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Lectron or by third-party providers, or because of other causes beyond our reasonable control. However, the Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Lectron expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that Lectron does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from Lectron or through the Service shall create any warranty not expressly stated in this TOS.
Limitation of Liability
a.) However, the Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Lectron expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that Lectron does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from Lectron or through the Service shall create any warranty not expressly stated in this TOS.
b.) Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, Lectron's liability will be limited to the greatest extent permitted by law.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS and any Additional Terms as applicable, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Lectron in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
You may not assign this TOS without the prior written consent of Lectron, but Lectron may assign or transfer this TOS, in whole or in part, without restriction.
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Lectron in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California or the purpose of resolving any dispute relating to your access to or use of the Service.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Lectron will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Lectron's Copyright Agent at [email protected] (subject line: “DMCA” Takedown Request”).
Notice: To be effective, the notification must be in writing and contain 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 claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
- your address, telephone number, and email 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;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.
Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- If a counter-notice is received by the Copyright Agent, Lectron will send a copy of the counter- notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Lectron's sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Lectron has adopted a policy of terminating, in appropriate circumstances and at Lectron's sole discretion, members who are deemed to be repeat infringers. Lectron may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Community terms and conditions
RESTRICTIONS AND RESPONSIBILITIES
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Lectron or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
You represent, covenant, and warrant that you will use the Services only in compliance with Lectron’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agrees to indemnify and hold harmless Lectron against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Lectron has no obligation to monitor our use of the Services, Lectron may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
CONFIDENTIALITY; PROPRIETARY RIGHTS
You shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to you as part of the Services. Lectron shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree not to solicit any employee or independent contractor of Lectron , either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of Lectron , and paid a USD 5,000 release fee. Failure to obtain a written approval will be subject to a USD 50,000 solicitation fee.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree to not induce any employee, vendor or independent contractor associated with Lectron to terminate or breach an employment, contractual or other relationship with Lectron.
PAYMENT OF FEES
You will pay Lectron the then applicable fees described in the invoice for the Services in accordance with the terms therein adjusted for any discounts (the “Fees”), regardless of being higher than any quotes or estimates provided to you before or during the time period the Services were provided. A change in pricing or fee structure will not apply to an agreed Service identified by a unique project number (a “Project”), for which you have or should have received a Project Confirmation email. However, Lectron reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. Changes in prices or fee structure or other charges will apply to any Project started thereafter, regardless of you having used Lectron Services prior to such changes. All Projects are subject to a minimum cost of USD 99. It is your responsibility to review the Lectron pricing page or inquire Lectron about the latest prices and fee structure. If you believe that Lectron has billed you incorrectly, you must contact Lectron no later than 7 days after receiving the Project Closed email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to [email protected] It is your responsibility to terminate a Project if progress is not deemed satisfactory, and hours used by you on the Lectron platform must be paid in full, regardless of satisfaction with end product. It is your responsibility to inquire for progress reports sufficiently frequently to evaluate progress. In the event that freelancers on the Lectron platform have performed unsatisfactory, it is your responsibility to report to Lectron as soon as possible, to allow Lectron to handle the dispute and potentially credit you.
By using or agreeing to use the Services, you commit to provide a valid payment method with available funds to pay for any Fees through an account on Lectron.com, and to maintain a valid payment method until all Services are paid for. Lectron reserves the right to not provide any Services before you have provided a valid payment method through an account on Lectron.com.
Lectron may choose to bill through an invoice. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by Lectron no later than fourteen (14) days after the emailing date of the invoice, or date of the attempted charge to credit card or other payment method, respectively. If any outstanding amount has not been paid within 14 days, a USD 50 late payment fee will be added to the unpaid amount. Furthermore, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Unpaid amounts that have not been paid after 30 days will be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Lectron’s net income.
Payment by bank transfer or wire transfer is subject to a USD 50 transaction fee that will be added to your invoice.
Lectron will use commercially reasonable efforts to provide you the Services agreed upon and you shall pay Lectron the Fee in accordance with these Terms. In cases where the Service has been cancelled, terminated or aborted, either by you or by Lectron , you will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
You hereby authorize Lectron to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by Lectron or mutually agreed to between you and Lectron ).
We reserve the right to invoice incurred amount on a Project at any time, including but not limited to situations where we await your feedback or your confirmation that the Project has been completed. In situations where we do not receive feedback or confirmation of completion within 14 days from delivery of any Service, either complete or incomplete, incurred amount on the Project will be invoiced automatically. Lectron reserves the right to close and invoice a Project if it is still ongoing 30 days after you received or should have received the Project Confirmation email. Subject to these Terms, Lectron will provide reasonable support to start a new Project for any remaining work.
If you are using the Services on behalf of an organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to Lectron, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.
Lectron reserves the right to give and withdraw credits at its own discretion. All credits given expire 6 months after creation, regardless of being unlocked or activated at a later point in time. Lectron reserves the right to change its credit reward functionality at any time without notice. It is your responsibility to inquire Lectron about the latest credit functionality and the status of your credits.
WARRANTY AND DISCLAIMER
Lectron shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Lectron or by third-party providers, or because of other causes beyond Lectron’s reasonable control, but Lectron shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Lectron does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND LECTRON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You will indemnify, defend, and hold harmless Lectron, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Services by you or your agents, including any Customer Data provided by you or your agents and any payment obligations incurred through use of the Services; (b) any contract entered into by you or your agents; (c) failure to comply with these terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement or allegations thereof of registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent caused by you or your agents. Lectron will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Lectron AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND LECTRON'S’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO LECTRON FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT LECTRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You will not violate any laws or third party rights on or related to Lectron. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights.
You consent to the use of (a) electronic means to fulfil these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. Notices hereunder will be invalid unless made in writing and given (a) by Lectron via email (in each case to the email address that you provide), (b) a posting on the Lectron Site or (c) by you via Lectron. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to these Terms will be binding upon Lectron unless in a written instrument signed by a duly authorized representative of Lectron. For the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
Lectron’ failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect Lectron’ right to later enforce or exercise it, unless Lectron issues an express written waiver, signed by a duly authorized representative of Lectron.
You may not assign these Terms, or any of the rights or obligations hereunder, without Lectron's prior written consent in the form of a written instrument signed by a duly authorized representative of Lectron (and, for the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Lectron may freely assign these Terms, or any of the rights or obligations hereunder, without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
These Terms will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
These Terms and any controversy, dispute or claim arising out of or relating to these Terms, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of Lectron from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Lectron’s prior written consent. Lectron may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Lectron in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms, and the contract between you and Lectron that these Terms form, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You otherwise agree to reasonably cooperate with Lectron to serve as a reference account upon request.
These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.