Terms & Conditions
Last modified on: April 6, 2012
Effective date: April 6, 2012
- ACCEPTANCE OF TERMS
Welcome to westell.com (the "Site"), a web site provided to you ("you") by Westell Technologies, Inc. ("Westell"). Your use of the Site is governed by these Terms and Conditions of Use. These Terms and Conditions of Use include any updates by Westell and any additional guidelines or rules posted on the Site, if any ("Terms and Conditions"). You can review the most current version of the Terms and Conditions at any time at http://www.westell.com and clicking on the Terms and Conditions link. Please note that the collection and dissemination of information is subject to Westell's Privacy Statement, which may be viewed at any time by also clicking on the appropriate link.
By using Westell's Site, you agree to be bound by the Terms and Conditions. This is a legally binding agreement. If you do not agree with the Terms and Conditions, you should not use the Site or the Services.
The Site and Services are controlled and operated by Westell from its offices in Illinois in the United States, and Westell makes no representations that information and offerings or the Services provided through the Site are appropriate or available for use outside the United States.
- COMPANY INFORMATION
Westell Technologies, Inc., headquartered in Aurora, Illinois, is a holding company for Westell, Inc. and ConferencePlus, Inc. Westell, Inc. manufactures and licenses DSL systems, value added CPE and manufactures telecommunications access products. ConferencePlus, Inc. is an Application Service Provider managing and hosting voice, video, IP applications and back-office services.
The Site includes information about Westell, its products and its services and allows you to purchase Westell's products and/or services through the online store. Westell offers technical support for Westell's products and services through the Site. You may also search for job openings at Westell and submit your resume through the Site. Collectively, the provision of the information, the ability to purchase products and services and the search features on or through the Site are referred to in these Terms and Conditions as the "Services." Westell may alter, augment or terminate the Site or Services in whole or in part at any time and from time to time in its sole discretion. Westell reserves the right to modify, deny or suspend your access to the Site or Services at any time without notice to you. Westell shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Services. Westell reserves the right to refuse to offer the Services to anyone at any time without notice.
To use the Site and Services, you will need access to the World Wide Web, and you must pay any fees associated with your use of such access and the Services you obtain. You will also need equipment and a modem or another access device. Westell currently uses SSL technology on some Site pages to help protect information that passes over the Internet. You must have certain browser capabilities to take advantage of this encryption technology.
- REGISTRATION REQUIREMENTS
To purchase products or services or to access technical support, you must register with the Site. Westell requires you to provide your name, address, phone number and email address. Upon submitting this information, you will receive a "customer number." You must also establish a password. You agree that you will be responsible for maintaining your password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your password. You agree to immediately notify Westell by one of the methods listed below in the event that (i) your password is lost or stolen, or (ii) you become aware of any unauthorized use of your password or of any other breach of security that might affect the Services. Westell is not responsible for any loss or damage arising from your failure to comply with the provisions of this section.
You may contact us as follows:
Email : firstname.lastname@example.org
Mail: Westell Inc., 750 N. Commons Drive, Aurora, Illinois 60504
- SERVICES OFFERED
The information and descriptions of the Services provided are intended as general information and are not necessarily complete descriptions of all terms, exclusions and conditions applicable to the products and services offered by Westell. You assume total responsibility and risk for your use of the information provided on the Site. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all information provided on the Site.
All products and services described in these pages are provided subject to applicable tariffs and any accompanying terms and conditions, which may be obtained from Westell. If you purchase any products or services from Westell, you understand that such purchase is subject to Westell's standard terms and conditions of sale.
- DISCLAIMER OF WARRANTIES
ALL PRODUCTS OFFERED BY WESTELL ARE PROVIDED SUBJECT TO WESTELL'S TERMS AND CONDITIONS OF SALE. WESTELL OFFERS NO WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES OFFERED OR OBTAINED THROUGH YOUR USE OF THE SITE. INFORMATION PROVIDED ON THE SITE MAY NOT BE APPROPRIATE OR SATISFACTORY FOR YOUR USE, AND YOU SHOULD VERIFY ALL INFORMATION BEFORE RELYING ON IT. ANY DECISIONS MADE BASED ON INFORMATION CONTAINED ON THE SITE ARE YOUR SOLE RESPONSIBILITY.
THE USE OF THE SITE AND SERVICES IS SOLELY AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WESTELL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WESTELL MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE OR SERVICES IS TO CEASE TO USE THE SITE OR SERVICES. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
- TERMS OF SALE
All sales are subject to, and expressly limited, to the terms and conditions stated herein (the “Terms”) and no different or additional terms and conditions shall be valid unless the same shall be in writing and signed by the parties. Acceptance can occur as execution of an acknowledgement form or upon acceptance by buyer of goods covered hereunder, and such acceptance shall constitute agreement to the Terms.
Specifications applicable to goods sold hereunder shall be limited solely to those furnished by Westell or expressly agreed to in writing by Westell. Unless otherwise specified, tolerances are to be commercially reasonable.
Westell reserves the right to make product and design changes to goods ordered which will not adversely affect form or function requirements. All changes requested by buyer in the process or design of goods are subject to written approval by Westell and to reasonable changes in price and other terms as mutually agreed by the parties.
- Price and Payment:
All purchases of goods hereunder shall be upon the current prices established by Westell from time to time. All invoices shall be paid within 30 days of invoice date.
- Title – Risk of Loss – Terms – Shipment:
Title to goods and risk of damage or loss shall pass to buyer FOB Westell’s dock upon delivery of goods by Westell to common carrier or other means of transportation. Westell will ship best way overland if buyer’s orders do not specify method of shipment. Insurance is the responsibility of buyer, unless otherwise agreed, in which case Westell may add charges to invoice or bill separately. Each shipment shall constitute a separate sale. Failure to make one or more deliveries shall not constitute cause for cancellation hereof by buyer.
- Westell’s Remedies:
For so long as buyer fails to fulfill the terms of payment for any shipment, Westell may cancel all or part of the subject order or any other order.
If a specific shipping date is not agreed to in writing by Westell, Westell shall not be liable for any loss or damages resulting from such delays. Whether or not Westell agrees to a specific shipping date, Westell shall not be liable for delay or failure to deliver due to wars, civil disturbances, strikes, fires, floods, storms, earthquakes, terrorism, Acts of God, the inability to obtain necessary labor, energy water, raw or finished materials or facilities, government priorities or allocations, delay in transportation or other causes beyond Westell’s control.
Any order may be cancelled by buyer within ten (10) business days of placement if not already shipped.
All applicable state and local taxes including, but not limited to, use, occupation, privilege, excise, rental and sales taxes shall be in addition to the purchase price and shall be paid by buyer to Westell or in lieu thereof buyer shall provide Westell with a tax exemption certificate acceptable to all applicable taxing authorities. This obligation shall survive buyer's payment.
- Warranty Matters:
Westell will repair or replace, at its expense (including all transportation charges), for a period of one year from the date of purchase by buyer, any of the goods sold by Westell, which parts show defects in workmanship or materials when used for the intended purposes.
The failure of Westell to insist in any one or more instances upon the performance of any of the terms and conditions herein, or to exercise any right hereunder, shall not be construed as a waiver of any other terms or conditions herein nor in the future performance of any term or condition or the future exercise of any such rights. Any amendments to the Terms must be in writing and executed by both parties.
- Limitation of Damages and Action:
EXCEPT AS OTHERWISE PROVIDED HEREIN FOR A BREACH OR WARANTY, WESTELL’S LIABILITY HEREUNDER SHALL BE LIMITED TO WESTELL’S INVOICED PRICE FOR THE GOODS. IN NO EVENT SHALL WESTELL BE LIABLE TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE GOODS COVERED HEREBY, WHETHER ARISING FROM BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY OF SELLER, OR OTHERWISE, OR FOR ANY MACHINE WORK, LABOR CHARGES, OTHER EXPENSE, LOSS OR DAMAGES CAUSED BY DEFECTIVE MERCHANDISE. AN ACTION HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR OF ACCRUAL OF CAUSE OF ACTION.
- Governing Law:
All sales shall be governed by the substantive laws of the State of Illinois.
- Acceptance by Westell:
No order is binding until accepted by Westell at its Home Office.
- EXCLUSIONS AND LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WESTELL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS, OR OTHER LOSSES (EVEN IF WESTELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SITE OR SERVICES, (ii) THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND/OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES OBTAINED OR WHICH YOU WERE UNABLE TO OBTAIN OR TRANSACTIONS EFFECTED OR FAILED TO BE EFFECTED, (iii) ANY LINK PROVIDED IN CONNECTION WITH THE SERVICES, (iv) YOUR RELIANCE ON ANY OF THE SERVICES; (v) THE INTERRUPTION, SUSPENSION, TERMINATION OF ANY SERVICES HEREUNDER, OR (vi) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE SITE OR SERVICES. IN NO EVENT SHALL WESTELL'S LIABILITY TO YOU RELATING TO YOUR USE OF THE SITE AND/OR SERVICES EXCEED $100.
- CONDUCT ON THE SITE
You agree to not use the Site to:
- Upload, post, e-mail or otherwise transmit any content (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iv) that includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unsolicited marketing; or (v) that contains software viruses or similar harmful components or routines;
- Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site;
- Interfere with or disrupt the Site, the hardware, software or networks connected to the Site, or any other users of the Site;
- Use the Site in violation of any applicable local, state, national or international law or regulation;
- Use the Site for or offer any information on the Site to any third party or use or exploit any portion of the Site to provide any commercial services to third parties; or
- Reference any e-mail accounts provided as part of the Site in any e-mail or online posting which violates these Terms and Conditions.
- USE BY CHILDREN
Westell does not solicit the use of the Site by minors. However, Westell cannot prevent such use and cannot prevent minors from visiting the Site. Parents, guardians and those responsible for supervising minors are solely responsible for determining what materials are suitable for such children to view.
- INTELLECTUAL PROPERTY INFORMATION
All content included on the Site, including, without limitation, all text, graphics, logos, button icons, images, audio clips, and software ("Content") and the compilation of the Content, is the property of Westell or its content suppliers and protected by U.S. and international copyright laws. Any reproduction, modification, distribution, transmission, republication, display, or performance, of the Content on the Site is strictly prohibited. Westell reserves all other rights.
Certain Content is reprinted with the permission of the authors or other owners of the copyright in such Content ("Third Party Content"). The ideas and concepts in any Third Party Content are solely those of the respective authors and not of Westell. Westell does not endorse, warrant, guarantee or otherwise certify any Third Party Content in any application or usage.
The Services may include links to other World Wide Web sites ("Linked Sites"). You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement by Westell with respect to the providers of the Linked Sites or the quality, reliability or any other characteristic or feature of the Linked Sites and Westell is not responsible in any manner (including without limitation with respect to any loss or injury you suffer) for any matter associated with the Linked Sites, including without limitation, the content provided on or through the Linked Sites or your reliance thereon. WESTELL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITES: YOUR USE OF ANY LINKED SITES IS SOLELY AT YOUR OWN RISK. In addition, you should be aware that your use of the Linked Sites is subject to the terms and conditions applicable to that site.
You agree to hold harmless and indemnify Westell and its affiliates, and each of its officers, directors, and employees from and against any and all third party claims, demands, proceedings and any losses, liabilities, damages, costs, payments and expenses, including reasonable attorneys' fees, costs and expenses arising out of, directly or indirectly, your use of the Site or Services including, without limitation (a) any Content thereon, and (b) any use of the Site or Services that violates the Terms and Conditions.
- "SAFE HARBOR" STATEMENT
Under the Private Securities Litigation Reform Act of 1995, certain statements contained herein including, without limitation, statements containing the words "believe," "on track," "anticipate," "focus," "should," "committed," "expect," "estimate," "await," "continue," "intend," "may," "will," "should," and similar expressions are forward looking statements that involve risks and uncertainties. These risks include, but are not limited to, product demand and market acceptance risks, need for financing, the economic downturn in the U.S. economy and telecom market, the impact of competitive products or technologies, competitive pricing pressures, product development, excess and obsolete inventory due to new product development, commercialization and technological delays or difficulties (including delays or difficulties in developing, producing, testing and selling new products and technologies), the effect of Westell's accounting policies, the need for additional capital, the effect of economic conditions and trade, legal social and economics risks (such as import, licensing and trade restrictions) and other risks more fully described in Westell's Annual Report on Form 10-K for the fiscal year ended March 31, 2007 under the section "Risk Factors". Westell undertakes no obligation to release publicly the result of any revisions to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated event.
- JURISDICTION AND VENUE
You and Westell agree that this Agreement and the relationship between you and Westell will be governed by the laws of the State of Illinois, without respect to its conflict of laws provisions and that venue with respect to any dispute between you and Westell will rest exclusively in the courts of Cook County and the federal court for the District Court of the Northern District of Illinois.
- GENERAL PRACTICES REGARDING STORAGE
You understand and agree that Westell shall have no liability for the deletion or failure to store any information, content or data transmitted using the Site. You agree that Westell may gather system data, which may include data regarding memory usage, navigation, screen resolution, color palettes, connection speed, efficiency and the like.
The Terms and Conditions constitute the entire agreement between you and Westell and govern your use of the Site and Services. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Westell. You also may be subject to additional terms and conditions that may apply when you use third party content or services available through the Site or Services. If any provision of the Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms and Conditions, which shall remain in full force and effect. The failure of Westell to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or condition. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site, Services or the Terms and Conditions must be filed within one year after such claim or cause of action arose. The section titles of the Terms and Conditions are merely for convenience and will not have any effect on the substantive meaning of this Agreement.