IMPORTANT � THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND APPLIED RESEARCH ASSOCIATES, INC. ("We" or "Company") CONCERNING THE ARA ON-LINE STORE https://www.ara.com/online-store WEBSITE (the �WebSite�).
BY CLICKING "I ACCEPT" AT THE END OF THIS AGREEMENT OR BY, INSTALLING, ACCESSING, OR USING ANY PART OF THE WEBSITE OR INFORMATION OR MATERIALS DOWNLOADED FROM THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY COMPANY TO INSTALL, ACCESS, OR OTHERWISE USE THE SYSTEM. IN SUCH CASE, PLEASE CLICK"I REJECT" AND PROMPTLY RETURN AND/OR DELETE ANY MATERIALS RELATED TO THE PRODUCTS THAT YOU HAVE RECEIVED FROM COMPANY OR THAT YOU HAVE IN YOUR POSSESSION.
The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Company through the WebSite in any manner not expressly permitted by this TOU and applicable software licenses. In addition, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use, the Website or its contents in any manner not expressly permitted herein. Moreover, you may not (i) use the WebSite, its contents, or downloaded items from it in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Company.
This TOU provides only a limited license to access and use the WebSite. Accordingly, you expressly acknowledge and agree that Company transfers no ownership or intellectual property interest or title in and to the WebSite to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Company WebSite, unless otherwise indicated, are owned, controlled, and licensed by Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the WebSite may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Company does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Company's trademarks. This WebSite is Copyright � 2016_Applied Research Associates, Inc._ All rights reserved. Company also owns a copyright in the contents of the WebSite as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the WebSite. Any downloadable or printable programs, directories, databases, information, or materials available through the WebSite and all copyrights, trade secrets, and know---how related thereto, unless otherwise indicated, are owned by Company. Applied Research Associates, the Applied Research Associates logo, and all other names, logos, and icons identifying Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
By downloading, accessing, or using the WebSite in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the WebSite, including, without limitation, when you provide information via a WebSite registration form. If you provide any false, inaccurate, untrue, or incomplete information, Company reserves the right to terminate immediately your access to and use of the WebSite. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the WebSite. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by this TOU any personally identifiable information, which you receive or which is made available from Company in connection with this TOU. While Company has endeavored to create a secure and reliable WebSite, you should understand that the confidentiality of any communication or material transmitted to/from the WebSite over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Company is not responsible for the security of any information transmitted to or from the WebSite. You agree to assume all responsibility concerning activities related to your use of the WebSite, including: providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the WebSite, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the WebSite shall only be available through the sole discretion of Company or pursuant to the terms and conditions of a separate written agreement with Company.
Delivery and Handling of Information
When using and/or to facilitate the operation of certain features of the WebSite, you may provide Company with additional content or information (a "Posting"). In connection with delivering and providing to Company any such Posting, you hereby and automatically grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the WebSite and Company's service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such content or information, you must also obtain at your sole expense all necessary consents, rights, permissions, and clearances (and provide Company with reasonable proof thereof (if requested)) required for Company to use such content or information in connection with Company's services and the WebSite. Notwithstanding the foregoing, you acknowledge and agree that Company shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for your use of the WebSite in a timely or accurate manner. Moreover, Company assumes no responsibility for the deletion of or failure to store any content or information.
Permission to Use
You represent that you have all necessary rights to make the Posting available to Company and, and you also acknowledge that such Postings are non-confidential for all purposes and that Company has no control over the extent to which any idea or information may be used by any party or person once it's posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the WebSite, Company has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Company assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
Content of Postings
The WebSite contains a comment areas and/or other interactive features that allow Authorized Users to submit comments and questions). You agree that by using the WebSite you will not post or transmit any of the following materials on the WebSite�s comments areas:
- anything that interferes with or disrupts the WebSite or the operation thereof,
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
- statements or material that violates other contractual or fiduciary rights, duties, or agreements,
- statements or material that is bigoted, hateful, or racially offensive,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that harms minors,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Company,
- statements or material that misrepresents your affiliation with any entity and/or Company,
- anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
- chain letters or pyramid schemes,
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
- statements or material that are �off-topic� for a designated Forum, and
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another�s computer, network, or the WebSite.
User Name Handling Policy
Registration as an Authorized User for access to certain areas of the WebSite may require both a user name (email address) and a password. Only one Authorized User can use one user name and password and, thus, one account. Because anyone with knowledge of both your user name and password can gain entry to the WebSite and to your account, you should protect your user name and password. Accordingly, by using the WebSite, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify Company if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Company reserves the right to delete or change (with notice) a user name or password at any time and for any reason.
WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED ON AN "AS---IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. COMPANY IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE WEBSITE. MOREOVER, COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE WEBSITE OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE WEBSITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, ADEQUACY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. COMPANY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
YOU EXPRESSLY ABSOLVE AND RELEASE COMPANY FROM ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE COMPANY WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.
Enforcing Security on the Site
Actual or attempted unauthorized use of the WebSite may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Company reserves the right to view, monitor, and record activity on the WebSite without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the WebSite. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the WebSite as well as to disclosures required by or under applicable law or related government agency actions. Company will also comply with all court orders involving requests for such information. In addition to the foregoing, Company reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the WebSite, or any portion of the WebSite, in order to protect the WebSite, Company, or Company's business.
This TOU and your right to use the WebSite will take effect at the moment you click "I ACCEPT" or you install, access, or use the WebSite and is effective until terminated as set forth below. This TOU will terminate automatically if you click "I REJECT". In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the WebSite or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this TOU will also terminate automatically if you fail to comply with this TOU, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use the WebSite, but all applicable provisions of this TOU will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the WebSite in your possession. In addition to the miscellaneous section below, the provisions concerning Company's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOU for any reason.
Company may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Company.
This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of New Mexico, U.S.A. as applied to agreements entered into and completely performed in the State of New Mexico, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You and Company each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the state or federal courts in the State of New Mexico for any disputes between us under or arising out of this TOU. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against Company must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed. Company makes no representation that the WebSite is appropriate or available for use in other locations outside the State of New Mexico, and access to the WebSite from states, territories, or nations where any aspect of the WebSite is illegal is prohibited. You access the WebSite on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the WebSite. A printed version of this TOU and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither the course of conduct between you and Company nor trade practice shall act to modify any of these terms and conditions. Company may assign its rights and duties under this Agreement to any party at any time without notice to you.
You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any third party claims based on or resulting from your alleged violation of this TOU, any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account, or a third party claim based on or resulting from such violation of the TOU or activity related to your account.
Company may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These linked sites are provided only for your convenience and therefore you access them at your own risk. These sites have not necessarily been reviewed by Company and are governed by privacy and data security policies -- and maintained by third parties -- over which Company exercises no control. Accordingly, Company expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third---party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party. Nonetheless, because we want to protect the integrity of its web site and the links placed upon it, Company seeks from you any feedback on not only the Website, but also concerning the sites for which it provides links (including if a specific link does not work).
You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to Company, such injury would not be quantifiable in monetary damages, and Company would not have an adequate remedy at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this TOU. The parties agree that this TOU is for the benefit of the parties hereto as well as Company's licensors. Accordingly, this TOU is personal to you, and you may not assign your rights or obligations to any other person or entity without Company's prior written consent. Failure by Company to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by Company of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Company as result of this TOU or your utilization of the WebSite. Headings herein are for convenience only. This TOU, along with the associated license agreements and/or privacy agreements represents the entire agreement between you and Company with respect to use of the WebSite, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to the WebSite.