You and
the Site
agree that we may access, store, process, and use any information and personal data that you
provide
following the terms of the Privacy Policy and your choices (including settings).
By
submitting
suggestions or other feedback regarding the Site, you agree that we can use and share such
feedback for
any purpose without compensation to you.
We do not
assert
any ownership over your Contributions. You retain full ownership of all of your Contributions and
any
intellectual property rights or other proprietary rights associated with your Contributions. We
are not
liable for any statements or representations in your Contributions provided by you in any area on
the
Site. You are solely responsible for your Contributions to the Site and you expressly agree to
exonerate
us from any and all responsibility and to refrain from any legal action against us regarding your
Contributions.
You
acknowledge
and agree that any questions, comments, suggestions, ideas, feedback, or other information
regarding the
Site ("Submissions") provided by you to us are non-confidential and shall become our sole
property. We
shall own exclusive rights, including all intellectual property rights, and shall be entitled to
the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or
otherwise,
without acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or that you
have the
right to submit such Submissions. You agree there shall be no recourse against us for any
alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY
WEBSITES AND CONTENT
The
Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music,
sound,
video, information, applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such Third-Party Websites and
Third-Party Content are not investigated, monitored, or checked for accuracy,
appropriateness,
or completeness by us, and we are not responsible for any Third-Party Websites accessed
through
the Site or any Third-Party Content posted on, available through, or installed from the
Site,
including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or
other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion
of, linking to, or permitting the use or installation of any Third-Party Websites or any
Third-Party Content does not imply approval or endorsement thereof by us. If you decide
to leave
the Site and access the Third-Party Websites or to use or install any Third-Party
Content, you
do so at your own risk, and you should be aware these Terms of Use no longer govern. You
should
review the applicable terms and policies, including privacy and data gathering
practices, of any
website to which you navigate from the Site or relating to any applications you use or
install
from the Site. Any purchases you make through Third-Party Websites will be through other
websites and from other companies, and we take no responsibility whatsoever in relation
to such
purchases which are exclusively between you and the applicable third party. You agree
and
acknowledge that we do not endorse the products or services offered on Third-Party
Websites and
you shall hold us harmless from any harm caused by your purchase of such products or
services.
Additionally, you shall hold us harmless from any losses sustained by you or harm caused
to you
relating to or resulting in any way from any Third-Party Content or any contact with
Third-Party
Websites.
Our
services are “commercial items” as defined in Federal
Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on
behalf of any agency not within the Department of Defense (“DOD”), our services
are subject to the terms of these Terms of Use in accordance with FAR 12.212
(for computer software) and FAR 12.211 (for technical data). If our services are acquired by
or on
behalf of any agency within the Department of Defense, our services are subject
to the terms of these Terms of Use in accordance with Defense Federal
Acquisition Regulation (“DFARS”) 227.7202‑3.
In addition, DFARS 252.227‑7015
applies to technical data acquired
by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes,
any other FAR, DFARS, or other clause or provision that addresses government
rights in computer software or technical data under these Terms of Use.
We
reserve the
right, but not the obligation, to: (1) monitor the Site for violations of
these Terms of Use; (2) take appropriate legal action against anyone who, in
our sole discretion, violates the law or these Terms of Use, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
We care
about data
privacy and security. By using the Site, you agree to be bound by our Privacy Policy
posted on
the Site, which is incorporated into these Terms of Use. Please be advised the Site is
hosted
in
the United States
. If you access the Site from any other region of the world with laws or other
requirements governing personal data collection, use, or disclosure that differ from
applicable laws in
the United States
, then through your continued use of the Site, you are transferring your data
to
the United States
, and you agree to have your data transferred to and processed in
the United States
.
DIGITAL MILLENNIUM
COPYRIGHT ACT (DMCA) NOTICE AND POLICY
We respect the
intellectual property rights of others. If you believe that any material available on
or
through the Site
infringes upon any copyright you own or control, please immediately notify our
Designated Copyright Agent using the contact information provided below (a
“Notification”). A copy of your
Notification will be sent to the person who posted or stored the material
addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for damages if you
make material misrepresentations in a Notification. Thus, if you are not sure
that material located on or linked to by the Site infringes your copyright, you
should consider first contacting an attorney.
All
Notifications
should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the
following information: (1) A physical or electronic signature of a person
authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed; (2) identification of the copyrighted work claimed to have
been infringed, or, if multiple copyrighted works on the Site are covered by
the Notification, a representative list of such works on the Site; (3)
identification of the material that is claimed to be infringing or to be the
subject of infringing activity and that is to be removed or access to which is
to be disabled, and information reasonably sufficient to permit us to locate
the material; (4) information reasonably sufficient to permit us to contact the
complaining party, such as an address, telephone number, and, if available, an
email address at which the complaining party may be contacted; (5) a statement
that the complaining party has a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent,
or the law; and (6) a statement that the
information in the notification is accurate, and under penalty of perjury, that
the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed upon.
If you believe
your own copyrighted material has been removed from the Site as a result of a
mistake or misidentification, you may submit a written counter notification to
[us/our Designated Copyright Agent] using the contact information provided
below (a “Counter Notification”). To be an effective Counter Notification under
the DMCA, your Counter Notification must include substantially the following:
(1) identification of the material that has been removed or disabled and the
location at which the material appeared before it was removed or disabled; (2)
a statement that you consent to the jurisdiction of the Federal District Court
in which your address is located, or if your address is outside the United
States, for any judicial district in which we are located; (3) a statement that
you will accept service of process from the party that filed the Notification
or the party's agent; (4) your name, address, and telephone number; (5) a
statement under penalty of perjury that you have a good faith belief that the
material in question was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and (6) your
physical or electronic signature.
If
you
send us a
valid, written Counter Notification meeting the requirements described above,
we will restore your removed or disabled material, unless we first receive
notice from the party filing the Notification informing us that such party has
filed a court action to restrain you from engaging in infringing activity
related to the material in question. Please note that if you materially
misrepresent that the disabled or removed content was removed by mistake or
misidentification, you may be liable for damages, including costs and
attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated
Copyright Agent
Kumar Setty
Attn:
Copyright
Agent
2105 Keim Drive
These Terms of
Use shall
remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF
USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND
USE OF
THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON,
INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF
USE OR OF
ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If
we terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the
right to
change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion
without
notice. However, we have no obligation to update any information on our Site. We also reserve the right
to
modify or discontinue all or part of the Site without notice at any time. We will not be liable to you
or any
third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot
guarantee
the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use
will be
construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
These Terms of
Use and
your use of the Site are governed by and construed in accordance with the laws of
the State
of
Illinois
applicable to
agreements
made and to be entirely performed within
the State of
Illinois
, without regard to its conflict of law principles.
To expedite resolution and control the
cost of
any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and
collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”),
the
Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided
below)
informally for at least thirty (30) days
before
initiating arbitration. Such informal negotiations commence upon written notice from one Party to
the
other Party.
If
the Parties are unable to resolve a Dispute
through
informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE
THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the
Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the
AAA’s
Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are
available at
the AAA website www.adr.org. Your arbitration
fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of documents, by phone, or
online. The
arbitrator will make a decision in writing, but need not provide a statement of reasons unless
requested by
either Party. The arbitrator must follow applicable law, and any award may be challenged if the
arbitrator
fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in
DuPage,
Illinois
. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration,
stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by
the
arbitrator.
If for any reason, a Dispute
proceeds in
court rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located
in
DuPage,
Illinois
, and the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction,
and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of Goods
and the
Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event
shall any
Dispute brought by either Party related in any way to the Site be commenced more than
one (1) years after the cause of action arose.
If this
provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any
Dispute
falling within that portion of this provision found to be illegal or unenforceable and such Dispute
shall be
decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the
Parties
agree to submit to the personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To
the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no
right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures;
and (c)
there is no right or authority for any Dispute to be brought in a purported representative capacity on
behalf of
the general public or any other persons.
Exceptions to Informal
Negotiations and
Arbitration
The Parties agree that the following Disputes are not subject to the
above
provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce
or
protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any
Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
(c) any
claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party
will
elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or
unenforceable
and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for
jurisdiction
above, and the Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There
may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any
errors,
inaccuracies, or omissions and to change or update the information on the Site at any time, without prior
notice.
DISCLAIMER
THE SITE
IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL
BE AT
YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE
AND WE
WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF
THE
SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION
AND/OR
FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE
SITE, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD
PARTY,
AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS
A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO
NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY
A THIRD
PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY
BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE
OR OUR
DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,
OR OTHER
DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE AMOUNT PAID,
IF ANY, BY YOU TO US
DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY
CAUSE OF
ACTION ARISING
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT
ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY
NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim,
or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out
of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including
but not
limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site
with whom
you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the
exclusive defense and control of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you
of any
such claim, action, or proceeding which is subject to this indemnification upon becoming aware of
it.
USER DATA
We will
maintain certain data that you transmit to the Site for the purpose of managing the performance of the
Site, as
well as data relating to your use of the Site. Although we perform regular routine backups of data, you
are solely
responsible for all data that you transmit or that relates to any activity you have undertaken using the
Site. You
agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby
waive any
right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting
the Site, sending us emails,
and
completing online forms constitute electronic communications. You consent to receive electronic
communications,
and you agree that all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such communication be in
writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO
ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other
laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic records, or
to
payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the
Division of
Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd.,
Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site
constitute the
entire agreement and understanding between you and us. Our failure to exercise or enforce any right or
provision
of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate
to the
fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any
time.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause
beyond
our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these
Terms of
Use and does not affect the validity and enforceability of any remaining provisions. There is no joint
venture,
partnership, employment or agency relationship created between you and us as a result of these Terms of
Use or use
of the Site. You agree that these Terms of Use will not be construed against us by virtue of having
drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and
the lack
of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In
order to
resolve a
complaint regarding the Site or to receive further information regarding use of the Site, please contact
us
at:
Kilpi LLC
2105 Keim Drive
Naperville
, IL
60565
United States
Phone: (312) 593-8846