LEGAL – NOTICES, SITE & / SERVICE TERMS & CONDITIONS AGREEMENT, PRIVACY
| 1. INTRODUCTION
DJ Asset Holdings, Inc. (“Expedient”, “ES”, “we”, or “us”) makes information and products available on this web site, subject to the following terms and conditions. These Terms & Conditions are a contract between ES and yourself and explain the terms and conditions by which you may use and/or access our online and/or mobile services, in connection with www.expedientsolutions.com and ES owned sites, software modules, and applications (that include, but are not limited to, the www.expedientsolutions.com (collectively, the “Service”). By accessing or using the Service, this site or any site operated by ES, you signify that you have read, understood, and agree to be bound by this Terms and Conditions Agreement (“Agreement”), whether or not you are a registered user or customer of the Service. This Agreement incorporates the ES Privacy Policy and any other Specific Terms and Conditions as applicable. ES reserves the right to change and amend this Agreement, (including the Privacy Policy and any Specific Term and/or Condition) at any time. Your continued use of the Service following the posting of changes after any such change constitutes your acceptance of the revised Agreement. If you do not agree to any of these terms or any future Agreements, do not use or access (or continue to access) the Service. This Agreement applies to all companies, visitors, employees, contractors and any others who visit the website and/or access the Service (“Users” OR “User” OR “Licensee” OR “You” OR “Your”). USER ACKNOWLEDGES, REPRESENTS, WARRANTS AND AGREES THAT IT (I) UNCONDITIONALLY CONSENTS TO BE BOUND BY AND IS BECOMING A PARTY TO THESE TERMS; AND (II) USESR DOES NOT OFFER NOR REPRESENT NOR WILL OFFER IN THE FUTURE ANY COMPETING PRODUCT &/SERVICE; AND (III) THESE TERMS, AND/OR ANY ADDENDA SIGNED BY BOTH PARTIES, CONSTITUTE A LEGAL AGREEMENT BETWEEN ES AND USER AND IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY USER. Certain features of the Service may also have their own specific terms and conditions that you agree to when you sign up for that particular product, function, or service (“Specific Terms of Service”). A Specific Terms of Service supplements this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the Specific Terms of Service will control but only with respect to the applicable product, function or service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force. ES reserves the right to seek all remedies available by law and in equity for any violation of these terms and conditions. Any rights not expressly granted herein are reserved. This Agreement contains an Arbitration provision, which will, with limited exception, require you to submit disputes you have against ES to binding and final arbitration. You will only be permitted to pursue claims against ES on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. 2. USE OF SERVICE A. ELIGIBILITY You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with ES, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18, or anyone or any User who offers a competing service and/or product is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by ES, unless we provide such Users with specific written authorization to re-use the Service. If you use ES on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. You must not be a competitor of ES or use our Service for reasons that are in competition with ES or otherwise to replicate some or all of the Service for any reason. B. SERVICE FUNCTIONALITY The Service gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts or services for different types of Users. You may never use another User’s account without permission. In some parts of the Service, we may ask for your consent to contact you by telephone. By granting such consent, you authorize ES to contact you by telephone at the number(s) you have provided, and acknowledge that ES may do so using an automatic telephone dialing system or an artificial or prerecorded voice. You may revoke consent to be contacted by telephone by emailing info@ expedientsolutions.com and including the wording “Revocation of Telephone Consent” in the subject line. Consent to being contacted by telephone is not required as a condition of using the Service or of purchasing any other property, goods, or services from ES. By using the Service, you acknowledge that we do not have control over the quality, timing, or legality of the information uploaded to the Service or requested by Users. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Users. You acknowledge and agree that ES may use third party vendors and/or partners to provide the Service (or any portion of the Service) to you and share personal information with such third parties as necessary in order to provide the Service to you. You acknowledge that the Licensed Software and / or the Service may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This License Agreement does not alter any rights or obligations You may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third Party Programs. This clause does not grant You any rights to the proprietary code or other intellectual property of ES. C. USER ACCOUNTS The information in this section applies to all User accounts (“Account”). You may control your profile information and how you interact with the Service by changing the settings in your Settings page. when creating your Account or uploading to and / using the Service through your Account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with our account. You must notify ES immediately of any breach of security or unauthorized use of your account. ES will not be liable for any losses caused by any unauthorized use of your Account. D. SERVICE RULES You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the ES servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that ES grants the operators of public search engines revocable permission to use spiders to copy materials from ES for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information from the Service, except as expressly permitted by the features of the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service (for paid services). We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, commit fraud or other abuse using the Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ES shall have no liability for your interactions with other Users, or for any User’s action or inaction. ES shall have no obligation to you to enforce this Agreement against any other User. 3. CONFIDENTIALITY A. Acknowledgement of Trade Secrets. User acknowledges that the Services contain valuable trade secrets and confidential information owned by ES and / or its 3rd Party partners, including but not limited to the development status of the Service, the functionality of the Service, the appearance, content and flow to the Services’ / software’s screens, the method and pattern of user interaction with the Services, any benchmark results and the content of the Service documentation. User therefore further agrees that if User breaches any of its obligations under this Agreement, ES shall, in addition to any other remedies available hereunder (including but not limited to liquidated damages), be entitled to injunctive relief from a court of competent jurisdiction without the need to post any bond or demonstrate actual damages. B. User agrees that User and its employees, contractors or affiliates shall not, directly or indirectly, (i) sell, lease, assign, sub-license or otherwise transfer, or (ii) duplicate, reproduce, build or copy, or allow disclosure in the public domain (iii) disclose, divulge or otherwise make available, including but not limited to: benchmark results, comparison results of any kind or performance test results to any third party, or (iv) use except as authorized by this Agreement, or (v) decompile or otherwise analyze for reverse engineering purposes the Service, including all trade secrets and confidential information therein, or (vi) try to reconstruct or discover ES’s manufacture level of access or alternate access level other than the standard access method provided by ES. (vii) User shall take any and all precautions to prevent inadvertent disclosure of the Service, including all trade secrets and confidential information therein. (viii) User agrees to maintain confidentiality of the Confidential Information and not to use or disclose such Confidential Information except to User’s employees who need to know such Confidential Information in the course of the performance of this Agreement (ix) User (including its Affiliates and/or subsidiaries) shall not hire nor attempt to hire any employee or affiliated representative from ES during and after this Agreement without prior written agreement from ES. C. No Disclosure to Third Parties. Without in any way limiting Subsection B, User will not disclose any Confidential Information to third parties except those Associates of such party who are required to have the information in order to carry out the discussions of a contemplated Commercial Transaction with ES, nor will User use any Confidential Information in any way detrimental to ES. D. User specifically acknowledges and agrees that it shall not permit any third party, affiliates and / subsidiaries included but not limited to websites such as LinkedIn, Youtube, nor any employee representative or agent thereof that develops, markets or licenses any form of intellectual property or computer programs with functionality similar to the Service to have access to the Service or to any trade secrets, opinions on the Service, ES, and/or confidential information therein, including evaluation of service results; without express written approval by ES. The obligations in this Section 3 Confidentiality, shall continue for a period of thirty five (35) years following the expiration or termination of the Agreement and may not be superseded by any future agreement made between the parties. The parties’ obligations under this Agreement shall survive termination of this Agreement with respect to information that constitutes a trade secret, for as long as such information remains a trade secret, and shall be binding upon the parties’ successors and assigns. 4. OWNERSHIP OF SERVICE / PRODUCT AND REPRESENTATIONS A. User agrees that ES and/or its suppliers owns all rights, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights in the Product and any changes, modifications or corrections to the Product. If User is ever held or deemed to be the owner of any Intellectual Property rights in the Service or any changes, modifications, portions of or corrections to the Service, then User hereby irrevocably assigns to ES all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section. During and after this Agreement and / or License Term, you, the User, will not assert, nor will you, authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, officers. directors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any software &/ Service Offerings you have used. User Represents and Warrants that: i. User will not contest nor oppose any Intellectual Property Rights associated with the Services nor will User advise or consult with any party engaging in any such contest. ii. User does not or will not offer a competing product for sale or license. The entire Section Ownership of Service / Product and Representations, shall survive any expiration or termination of this Agreement and may not be superseded by any future agreement. 5. PAID SERVICES A. BILLING POLICIES Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid features of the Service, you agree to the pricing and payment terms for the applicable Service, as we may update them from time to time. ES may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. We may also provide certain services via our third party partners and you agree, that your use of such third party services is subject to the contractual (including payment) terms presented by such third parties should you wish to use their services. You further agree that ES has no responsibility for such third party services and your use of such services is entirely at your own risk. Any change to the fees for paid services shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. B. NO REFUNDS You may cancel your User account at any time; however, there are no refunds for cancellation. In the event that ES suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. C. PAYMENT INFORMATION; TAXES All information that you provide in connection with a purchase or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to such purchases or other monetary transaction interactions. If at any time ES is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes (including applicable penalties and interest, if any) to ES upon written notice. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by ES in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies. 6. INDEMNITY You agree to defend, indemnify and hold harmless ES and its subsidiaries, agents, licensors, managers, Distributors, and other affiliated companies, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Data or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your account or log-in information. 7. NO WARRANTY ES DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ANY INFORMATION, DOCUMENTS, OR MATERIAL THAT MAY BE POSTED ON, OR AVAILABLE THROUGH, THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, MEDICAL, LEGAL, TAX, INSURANCE, COMPLIANCE, OR OTHER ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ES OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ES, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. ES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE ES SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ES DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO, BUT IS NOT LIMITED TO, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPPA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. 8. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ES, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL ES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ES ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. IN NO EVENT SHALL ES, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO ES HEREUNDER OR USD $10., WHICHEVER IS LESSER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. HOWEVER, ES MAKES NO COMMITMENT TO UPDATE MATERIALS ON THIS SITE. 9. AGREEMENT TO ARBITRATE A. BINDING ARBITRATION This Section is referred to in this Agreement as the “Agreement to Arbitrate”. Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and ES or its affiliates, whether relating to the Service, this Agreement (including any alleged breach thereof), or otherwise (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, 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”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and ES. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and ES may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. B. RESTRICTIONS You and ES agree that any arbitration shall be limited to the Dispute between ES and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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. C. EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION You and ES agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of our, ES, intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. D. 30 DAY RIGHT TO OPT OUT You have the right to opt-out and not be bound by the arbitration provisions set forth in Section 9 above by sending written notice of your decision to opt-out to the ES contact information listed at the bottom of this Agreement. The notice must be sent to ES within thirty (30) days of your registering to use the Service or agreeing to these terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them. 10 GENERAL A. GOVERNING LAW AND LOCATION The Service is controlled and operated by ES from within the United States of America. ES makes no representations that the Service or the materials available via the Service, are appropriate or available for use in other locations outside of the United States. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with all United States of America laws as well as local laws, if and to the extent local laws are applicable. You agree that the Service shall be deemed a passive one that does not give rise to personal jurisdiction over ES, either specific or general, in jurisdictions other than California. This Agreement and any Disputes shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. An arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. All arbitration and other litigation in a court of competent jurisdiction of any dispute between you and ES related to this Agreement shall be located in Los Angeles County, California. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. B. ASSIGNMENT This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ES without restriction. C. RELATIONSHIP TO THE PARTIES Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. D. NOTIFICATION PROCEDURES ES may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by ES in its sole discretion. ES reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. ES is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. E. ENTIRE AGREEMENT / SEVERABILITY This Agreement, together with any amendments and any additional agreements you may enter into with ES in connection with the Service, shall constitute the entire agreement between you and ES concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. F. NO WAIVER No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and ES’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. G. CONTACT If you have any questions about this Agreement, the practices of this site, or your dealings with this website, please contact us at businessaffairs@ expedientsolutions.com, or send mail to: Expedient Solutions, Inc. USA COPYRIGHT NOTICE Copyright The information on this web site is protected by copyright. Except as specifically permitted, no portion of this web site may be distributed or reproduced by any means, or in any form, without ES’s prior written permission. Software & Documentation Use: You should not attempt to use, download, or install any software or documentation unless you agree to the terms of the above-mentioned Terms and Conditions Agreement. You will not be authorized to use, download, or install any software or documentation unless you have agreed to the above-mentioned Terms and Conditions Agreement. Products and Services Availability Submissions ES does not want to receive confidential or proprietary information through its web site. Any information sent to ES, will be deemed NOT CONFIDENTIAL. You grant ES an unrestricted, irrevocable license to display, use, modify, perform, reproduce, transmit, and distribute any information you send ES, for any and all commercial and non-commercial purposes. You also agree that ES is free to use any ideas, concepts, or techniques that you provide or send to ES for any purpose, including, but not limited to, developing, manufacturing, and marketing products that incorporate such ideas, concepts, or techniques. ES may, but is not obligated to, review or monitor areas on its site where users may transmit or post communications, including bulletin boards, chat rooms, and user forums. ES is not responsible for the accuracy of any information, data, opinions, advice, or statements transmitted or posted on bulletin boards, chat rooms, and user forums. You are prohibited from posting or transmitting to or from this web site any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such communications do occur, ES will have no liability related to the content of any such communications. Please refer to ES Terms and Conditions for further information on ES’s policies regarding the use of public forums, and the submission of information through ES’s web site. ES or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“submissions”) in any form to ES or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when ES’s products or marketing strategies might seem similar to ideas submitted to ES. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your letter says, the following terms shall apply to your submissions. ES’s Web Site The use of any Materials on any other Web site or computer environment or any data mining, robots or similar extraction or data gathering methods in connection with this Site is prohibited. Linking to: ES permits anyone to link to ES’s web site subject to the linker’s compliance with the following terms and conditions: 1. May link to, but not replicate, content contained in ES’s site; 2. Must agree that the link may be removed at any time upon ES’s request pursuant to ES’s reserved rights to rescind its consent to allow the link. 3. Must not create a border environment or browser around content contained in ES’s site; 4. Must not present misleading or false information about ES’s services or products; 5. Must not misrepresent ES’s relationship with the linker; 6. Must not imply that ES is endorsing or sponsoring the linker or the linker’s services or products; 7. Must not use ES’s logos or trade dress without prior written permission from ES; 8. Must not contain content that could be construed as obscene, libelous, defamatory, pornographic, or inappropriate for all ages; 9. Must not contain materials that would violate any laws; Third-party Web Sites Third-party Products and Services Compliance with Laws Governing Law and Jurisdiction You agree that all matters relating to your access to, or use of, this web site shall be governed by the laws of the state of California. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Palm Beach County County in Florida, with respect to such matters. ES makes no representation or warrants that information on this website is appropriate, compliant with legislation, or available for use in all countries, and prohibits accessing materials from territories where contents are illegal. Those who access this site do so on their own initiative and are responsible for compliance with all applicable laws. Americans with Disabilities Compliance If you are using a screen-reader or any similar device and/or having any difficulty accessing or using any part of our website or need assistance, please call 949 334-7801 Export Control Laws Certain ES products, including software, documentation, services, and related technical data, available on the ES and other websites are subject to export controls administered by the United States (including, but not limited to, the U.S. Department of Commerce Export Administration Regulations (“EAR”)) and other countries including, controls for re-export under European Union, the Singapore Strategic Goods Control Act, and the import regulations of other countries. Diversion contrary to U.S. or other applicable law of any ES product or service is prohibited. Export, re-export or import of products and services may require action on your behalf prior to purchase and it is your responsibility to comply with all applicable international, national, state, regional and local laws, and regulations, including any import and use restrictions. ES products and services are currently prohibited for export or re-export to Cuba, Iran, North Korea, Sudan, Syria, or to any country then subject to U.S. trade sanctions (e.g., Afghanistan and Iraq). ES products and services are prohibited for export or re-export to any person or entity named on the U.S. Department of Commerce Denied Persons, Entities and Unverified Lists, the U.S. Department of State’s Debarred List, or the U.S. Department of Treasury’s lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists. ES products and services are prohibited from use with chemical or biological weapons, sensitive nuclear end-users, or missiles, drones or space launch vehicles capable of delivering such weapons. By downloading or using any product from this site, or purchasing any service, you are acknowledging that you have read and understood this notice and agree to comply with all applicable export control laws. You are also representing that you are not under the control of, located in, or a resident or national of any prohibited country, and are not a prohibited person or entity. This notice is not intended to be a comprehensive summary of the export laws that govern the products and services. It is your responsibility to consult with a legal advisor to ensure compliance with applicable laws. For more information on export laws, some agencies to consult are: · U.S. Department of Commerce, Bureau of Industry and Security (BIS), · U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), · Denied Parties Lists at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm United States Government Rights All ES products and publications are commercial in nature. The software, publications, and software documentation available on this web site are “Commercial Items”, as that term is defined in 48 C.F.R.§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R.?12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, ES’s publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions Herein. Privacy Policy At ES, we recognize the importance of protecting the privacy of our customers and those who visit our Web site. ES safeguards customer information by maintaining physical, electronic and procedural safeguards that comply with federal standards to guard non-public personal information about you. Registration may be required in order to access certain areas of the Site, download certain materials available through the Site, or request information from ES. If you choose to register on the Site, we will collect information such as name, mailing address, e-mail, IP address, phone number and company name. This information is used to provide product information or other materials that you may request and may also be used to contact you with marketing or promotional information or information related to your account. ES will protect the confidentiality of the data you provide. Our establishment takes your privacy seriously and is committed to safeguarding your privacy online. Because we do gather certain types of information from visitors to our sites, we have developed a privacy statement to help you understand the terms and conditions surrounding the collection and use of that information. This statement discloses the types of information we gather, how it is used, and how you can gain access to and edit any data that we’ve collected about you at any time. Guiding Principles: Our establishment respects the privacy of individuals who visit our Web sites, send us e-mail, or participate in features/services we offer online. Accordingly, our policy regarding online privacy has been developed using the following guiding principles: Our establishment maintains a strict “no-spam” policy. Subscribers to our e-mail services (or any other feature/service found on our Web site) will not receive unsolicited e-mail messages from us. Our establishment collects information online primarily to provide our visitors with a more relevant experience on our sites. When doing so, we will make every reasonable effort to avoid excessive or irrelevant collection of data. Our establishment will take reasonable physical, electronic and managerial measures to safeguard and secure any information you provide to us (e.g. data will be stored in protected databases on secured servers with restricted access). Our establishment will not share any information you’ve provided to us with anyone without your consent other than to provide the service you’ve requested. At the time you register for any such service, you will be notified of, and asked to consent to, the sharing of your information with any particular third party necessary to the provision of the requested service. Non-Personally Identifiable Data: Anytime you visit our Web site, we may gather certain non-personally identifiable information regarding the means you use to access our site. This information may include the type and version of your browser, your service provider, your IP address and any search engine you may have used to locate the site. We use this information to help diagnose problems with our server, administer the Web site, and compile broad statistical data. In addition, we gather certain navigational information about where you go on our Web sites. This information enables us to determine which areas of the Web sites are most frequently visited and helps us to tailor the sites to the needs and interests of our online visitors. Such information is gathered by us in the aggregate and will not be associated with a specific individual without that individual’s consent. Information Voluntarily Provided: Any information you provide to us (i.e. name, e-mail address, etc.) when you enroll in one of our E-Mail Reminder Services, request information, or use any of the other interactive portions of our Web sites, is securely maintained on our Web server and internal systems. This information may be used to provide you with the information you’ve requested about our company, our products, and our services, or to provide you with special notices. You may opt-out of receiving future communications at any time (see opt-out Procedures below). This data may also be used to tailor your experience on our sites by providing content that is relevant to your interests and geographic region. Information Collected from Other Sources: To help us better understand and respond to your needs and interests, we may in the future receive information about you from other sources. We will ask any provider of such information to represent and warrant that the information has been gathered and maintained in accordance with all state and federal laws. Any such information will be maintained by us in accordance with the standards set forth in this privacy policy along with other personal information you’ve provided. Disclosure of Personal Information: Our establishment understands the importance of your privacy. We collect and maintain the personal information of our consumers for our use and our subsidiaries. We do not sell, rent, or trade consumer information to third parties, other than as described below, and never without your consent. Business Partners: Our establishment may partner with select retailers and other companies at various times to provide expanded services to our site visitors. As part of such a relationship, we may share with these companies the use of certain interactive Web site functions (i.e. the E-Mail Reminder Service). Information provided by site visitors through the use of such interactive functions may be available to both our establishment and our partners. Agents: Our establishment may use other companies and individuals to perform certain functions on our behalf. Examples include administering e-mail services and running special promotions. Such parties only have access to the personal information needed to perform these functions and may not use or store the information for any other purpose. Subscribers or site visitors will never receive unsolicited e-mail messages from agents working on our behalf. Business Transfers: In the event that our establishment sells or transfers a particular portion of its business assets, consumer information may be one of the business assets transferred as part of the transaction. If substantially all of the assets of our establishment are acquired, consumer information may be transferred as part of the acquisition. Compliance with Law/Safety: Our establishment may disclose specific personal information based on a good faith belief that such disclosure is necessary to comply with or conform to the law or that such disclosure is necessary to protect the users of our Web sites, the sites themselves, or the public. With Consent: Other than as set forth in this Privacy Policy, you will be notified when any personally-identifiable information about you may be shared with third parties, and you will be given the opportunity to decline to share that information. Use of Cookies: Our establishment may use a browser feature known as a “cookie.” Cookies are small files placed on your hard drive that assist us in providing you with a customized browsing experience. Our establishment uses cookies to provide you with the convenience of not having to reenter information, such as user IDs and passwords, multiple times during your visits to our Web sites. Cookies can also be utilized to help us provide you with information targeted to your interests, based upon your prior browsing on our Web sites. The “help” section of the toolbar on most browsers will inform you on how to prevent your browser from accepting new cookies, how to have the browser notify you upon the receipt of a new cookie, or how to disable the use of cookies completely. As our Web sites have been designed to take advantage of the use of cookies. Should you configure your browser to decline their use, certain features of our Web sites may not function correctly and you may be required to renter any user IDs and passwords more frequently Accessing Our Web Sites from Outside of the United States: If you are visiting our Web site from a location outside of the U.S., your connection will be through and to servers located in the U.S. Any information you provide during your visit will be processed and maintained on our Web server and other internal systems located within the U.S. External Links: Our Web sites contain links to other sites. Our establishment is not responsible for the privacy practices or the content of such Web sites. To help ensure the protection of your privacy, we recommend that you review the privacy policy of any site you visit via a link from one of our Web sites. Passwords: The personal data record created through your registration with our Web site can only be accessed with the unique password associated with that record. To protect the integrity of the information contained in this record, you should not disclose or otherwise reveal your password to third parties. Public Forums: Our Web sites may make chat rooms, forums, message boards, and/or news groups available to its users at various times. Please remember that, unless otherwise stated, any information that is disclosed in these areas becomes public information and you should exercise caution when deciding to disclose your personal information in these areas. opt-out Procedures: You may always opt-out of receiving future communications from our establishment. Our sites allow users to opt-out of receiving such communications at the point where personal information is requested, or through other means as identified. Copyright Claims A. ES respects the intellectual property of others. Accordingly, ES abides by the federal Digital Millennium Copyright Act (“DMCA”) by responding to notices of the alleged infringement. As part of our response, we may remove or disable access to Content residing on the Sites, that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may make a counter-notification. B. The following notice requirements are intended to comply with ES’s rights and obligations under the DMCA and do not constitute legal advice. To file a notice of infringing material on the Sites, please provide a written notification containing the following details: 1. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example title, author, any registration or tracking number, URL); 2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material); 3. Your contact information so that we can contact you (for example, your address, telephone number, email address); 4. A statement that you have a good faith belief that the use of the material identified in 2. (above) is not authorized by the copyright owner, its agent, or the law; 5. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed, and 6. Your physical or electronic signature. Please send the above notice to ES by e-Mail to info @ expedientsolutions.com Contacting the Web Sites: If you have questions concerning this Privacy Policy or the practices of these sites, you may contact us. If you would prefer not to receive non-administrative information, such as information about products and service offerings, you may opt-out by calling the number on our contact us page or send an email to info @ expedientsolutions.com and asking to be removed from our promotional contact list. |