1. INTRODUCTION AND ACCEPTANCE OF TERMS
2. CHANGES TO THE TERMS OR SITE
MicroSolved may change or modify the Terms from time-to-time without notice other than posting the amended Terms on the Site. The amended Terms will automatically be effective when posted on our Site. Your continued use of our Site after any changes in these Terms shall constitute your consent to such changes. MicroSolved reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof), including any and all content contained on the Site, at any time without notice. You agree that MicroSolved shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof).
3. REGISTRATION, PASSWORD AND SECURITY
Whenever you provide us information on our Site, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, MicroSolved may without notice suspend or terminate your access to our Site and refuse any and all current or future use of our Site (or any portion thereof).
If any portion or area of our Site requires you to register or open an account you may also be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. We may refuse to grant you a user name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify MicroSolved of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which MicroSolved may otherwise have, MicroSolved reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Sites and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, MicroSolved may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall MicroSolved be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of MicroSolved under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else’s account at any time, without the permission of the account holder.
The security of your personally identifying information is important to us. While there is no such thing as “perfect security” on the Internet, we will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Site is invulnerable to all security breaches, and that MicroSolved makes no warranty, guarantee, or representation that use of any of our Site is protected from viruses, security threats or other vulnerabilities.
5. OWNERSHIP AND PERMISSION TO USE
The information and materials provided or otherwise accessible through the Sites, including without limitation any services, tools, software, data, text, articles, graphics, images, logos, icons, and links (collectively, “Content”), is owned by MicroSolved, Inc., its affiliates and/or non-MicroSolved companies or third parties such as suppliers, vendors, and licensors (including Content that is generated by users as further described in Section 12). Many portions or areas of the Sites are available for public viewing and use. Some portions or areas of the Sites require you to register, accept additional terms and conditions, enter into a separate agreement with MicroSolved, and/or be a licensee of or subscriber to MicroSolved software and/or services or an entity or person who is a party to a reseller agreement, alliance agreement or other written agreement relating to MicroSolved software or services. Except as otherwise explicitly permitted by valid written permission or license covering such portion or area of the Site or such Content, you are granted a limited, revocable, non-sub-licensable right to access the Sites and download the Content to which you have been granted access solely for your personal, informational, non-commercial use. You must retain all copyright and other proprietary notices on downloaded and copied Content, and any such downloads or copies are subject to the terms and conditions of these Terms. Further, the Content remains the property of Company or its licensors or suppliers. You may not download, copy, reproduce, republish, upload, post, transmit or distribute Content or other materials or information available on or through the Site in any way except as expressly authorized in these Terms. Unless otherwise provided herein, modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. Use or downloading of any Content is conditioned on acceptance of the terms and conditions of any notices, license agreements, or other agreements or terms and conditions relating to such Content, including agreements of third parties. By accessing or using the Content, you agree to such terms and conditions.
6. CONFIDENTIALITY OF MicroSolved INFORMATION
You may obtain or otherwise gain access through the Site to certain confidential or proprietary information of MicroSolved, Inc., its affiliates and/or non-MicroSolved companies or third parties such as suppliers, vendors, and licensors, including without limitation software products and related documentation, technical data, marketing information, and other business and technical information that is reasonably understood to be confidential or proprietary based on the circumstances of disclosure or the nature of the information itself (“Confidential Information”). You agree to hold all Confidential Information in strict confidence and not disclose the Confidential Information to any other person or entity except as specifically authorized in writing by MicroSolved. All Confidential Information remains the property of MicroSolved, its affiliates and/or the non-MicroSolved companies or third parties. You must cease use of all Confidential Information (including without limitation any copies) and promptly return it to MicroSolved or destroy it (at our option) upon the earlier of the termination of the Terms or our written request. Unless otherwise specified in these Terms, your obligations under this Section 6 of these Terms regarding Confidential Information shall survive five (5) years from the date of disclosure or, with respect to Confidential Information that qualifies as trade secret information under applicable laws, until such Confidential Information no longer qualifies as such.
Your obligations contained in this Section 6 of these Terms with respect to Confidential Information do not apply to: (a) information which is now in or hereafter enters the public domain without any act or omission by you, or otherwise without a breach of these Terms by you; (b) information known to you prior to the time of disclosure by MicroSolved as long as such prior knowledge can be substantiated through written documentation; (c) information independently developed by you without any use or reference to the Confidential Information and without the participation of individuals who have had access to it as long as such independent development can be substantiated through written documentation; and (d) information disclosed in good faith to you without restrictions as to use or further disclosure by a third person legally entitled to disclose the same; or (e) subject to the following sentences, information disclosed pursuant to court order, judicial process, or otherwise as required by law or regulation, or as necessary to establish the rights of either party under these Terms. To the extent a disclosure of Confidential Information is necessary to establish the rights of either party, required by law, judicial order or other legal obligations, you must, prior to disclosing such Confidential Information, notify MicroSolved to allow us to seek a protective order or other appropriate relief and you must provide reasonable cooperation to us in our attempt to seek a protective order, at our cost. If a protective order is not obtained, you must disclose only that portion of the Confidential Information which your counsel advises is legally required to be disclosed.
7. CLAIMS OF COPYRIGHT INFRINGEMENT
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by MicroSolved infringe your copyright (for example, materials posted by MicroSolved on one of our Forums), you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow MicroSolved to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) 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 (f) 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. If you believe in good faith that a notice of copyright infringement has been wrongly filed by MicroSolved against you, the DMCA permits you to send MicroSolved a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to: 2330 Briggs Road, Columbus, Ohio 43223, Phone: (614) 351-1237 Fax: (614) 351-9015 E-mail: firstname.lastname@example.org. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
8. TRADEMARKS AND SERVICE MARKS
The trademarks, logos, and service marks (including but not limited to MicroSolved and the MicroSolved Logo) that are used or displayed on the Sites are the registered or unregistered trademarks of MicroSolved, MicroSolved’s, licensors and suppliers, and others. Nothing contained on the site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of MicroSolved, MicroSolved’s licensors or suppliers, or the third party owner of any such Trademark. Without limitation to the foregoing, the Trademarks of MicroSolved may not be copied or used, in whole, partial or modified form, without the prior written permission of MicroSolved or, if applicable, its licensor. In addition, MicroSolved custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of MicroSolved. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by MicroSolved. You may not use any metatags or any other “hidden text” utilizing a MicroSolved name, trademark, or product name without MicroSolved´s express written consent. Misuse of any Trademarks is prohibited, and MicroSolved will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
9. THIRD-PARTY PRODUCTS AND SERVICES
Parties other than MicroSolved may offer and provide information, products and services on or through the Sites. Except for MicroSolved branded information, products , services or other Content that is identified as being supplied by MicroSolved, MicroSolved does not operate, control, or endorse any information, products, or services on the Sites or accessible through the Sites in any way. MicroSolved is not responsible for examining or evaluating, and MicroSolved does not warrant the offerings of, any of these businesses or individuals or the content of their websites. MicroSolved does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
The Sites may contain links to other websites not operated by MicroSolved. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by MicroSolved of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Sites is at your own risk. When leaving the Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website.
10. PRODUCT AND SERVICE INFORMATION
MicroSolved does not warrant that information, articles, graphic depictions, product, software, program and service descriptions or other Content of the Sites is accurate, complete, reliable, updated, current, or error-free. Despite our efforts, it is possible that a price for a product, software, program or service offered on the Site may be inaccurate or the product, software, program or service description may contain an inaccuracy. In the event MicroSolved determines that a product, software, program or service contains an inaccurate price or description, MicroSolved reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, including without limitation canceling your order, unless prohibited by law. MicroSolved may make improvements or changes to any of its content, information, materials, products, software, services, programs described on the Sites or other Content at any time without notice. You agree to notify MicroSolved immediately if you become aware of any pricing or descriptive errors or inconsistencies with any products or services you order through the Sites and comply with any corrective action taken by MicroSolved.
11. EXPORT CONTROL
You may not access, download, use or export the Site, or the Content provided on the Site, in violation of U.S. export laws, restrictions or regulations, or in violation of any other applicable laws or regulations of any other country or jurisdiction (“Export Controls”). You agree to comply with all Export Controls, and not to export (directly or indirectly), re-export, divert, or transfer the Content or any materials, items, or technology relating to the Content or the Site or related technical data or any direct product thereof to any destination, company, or person restricted or prohibited by Export Controls. Further, you shall obtain and bear all expenses relating to any necessary licenses, exemptions, or authorizations required by Export Controls applicable to your use outside of the U.S. Without limiting the generality of the foregoing, no Content or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. By accessing, downloading or using the Content or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
12. FORUMS AND USER SUBMITTED CONTENT
Our Site may have message boards, forums, chat areas, bulletin boards, discussion groups, blogs, wikis, email function (such as emails to MicroSolved or its employees), or other features or services that allow users to post, upload, publish, email or otherwise transmit Content that will be accessible by the public or other users (collectively “Forums” or “Forum”). With respect to any Content you elect to post, upload, publish, email or otherwise transmit to or through any Forum, while you retain any and all of your lawfully owned rights in such Content, you grant MicroSolved a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Site to access, display, view, store, distribute, perform, reproduce and prepare derivative works of, such Content that you have placed in any Forum. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. MicroSolved is under no obligation to post or use any Content you may provide and MicroSolved may remove your Content at any time in its sole discretion. You agree that MicroSolved is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, upload, publish, email or otherwise transmit, that such Content is accurate, that use of the Content you supply does not violate these Terms, specifically including without limitation the requirements of Section 15 (Acceptable Use), and will not cause injury to any person or entity, and that you will indemnify MicroSolved for all claims resulting from the Content you supply.
You acknowledge that users participating in Forums may post messages, make statements or otherwise provide Content, whether intentionally or unintentionally, that are inaccurate, misleading or deceptive. We neither endorse nor are responsible for such messages, statements or Content, or for any opinion, advice, information or other utterance made or displayed on the Site or the Forums by third parties, whether such third parties are visitors to the Site, users of the Site or others. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of MicroSolved. We are not responsible for any errors or omissions in articles, postings or other Content, for hyperlinks embedded in messages or for any results obtained from the use of such information or Content. Under no circumstances will we or our affiliates, licensors, suppliers or agents be liable for any loss or damage caused by your reliance on such information or Content obtained through the Site.
MicroSolved does not generally pre-screen or control Content posted or otherwise provided by users of our Site, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge and agree that MicroSolved has the right (but not the obligation) in its sole discretion to monitor the Site, Forums and Content you post, upload, email or otherwise transmit on or through the Site or the Forums; to alter, refuse or remove any Content that is available on or through our Site for any or no reason (including without limitation any Content that violates these Terms or is otherwise objectionable); to disclose any Content and the circumstances surrounding its transmission to any third party in order to operate the site property; to protect ourselves, our suppliers, and users and visitors; and to comply with legal obligations or governmental requests. We take no responsibility and assume no liability for any Content uploaded, posted, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter.
MicroSolved may sponsor certain Sites designed to provide information of general interest to a specific industry or market (“Microsite”). The Content included on these Microsites may include messages, opinions, statements, advice, information, and Content, whether by MicroSolved employees, consultants or unaffiliated third parties. We neither endorse nor are responsible for such messages, statements or Content, or for any opinion, advice, information or other utterance made or displayed on the Microsite. Any opinions, advice or recommendations expressed therein are those of the individuals providing such Content and not those of MicroSolved. We are not responsible for any errors or omissions in articles, postings or other Content, for hyperlinks embedded in messages, postings or articles or for any results obtained from the use of such information or Content. Under no circumstances will we or our affiliates, licensors, suppliers or agents be liable for any loss or damage caused by your reliance on such information or Content obtained through the Microsite.
14. SUBMISSIONS TO MicroSolved
You agree not to propose, post or submit to MicroSolved ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed software, services or products (collectively referred to as “Submitted Material”) through the Site. In the event you do so, you hereby grant to MicroSolved a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use all such Submitted Material in any manner whatsoever without compensation or attribution to you. You also grant to MicroSolved the right, at its sole discretion, to use your name in connection with the Submitted Materials and other information as well as in connection with all advertising, marketing and promotional material related to such material and information. Use of such Submitted Material shall not require permission from or payment to you or to any other person or entity. You agree that MicroSolved is not under any obligation of confidentiality, express or implied, with respect to the Submitted Material. You agree that you shall have no recourse against MicroSolved for any alleged or actual infringement or misappropriation of any proprietary right in Submitted Material and that the submission of any Submitted Material to MicroSolved, including the posting of materials to any Forum or interactive area on the Sites, irrevocably waives any and all “moral rights” in such materials. You represent and warrant that you own or otherwise control all of the rights to the Submitted Material that you post, that the Submitted Material is accurate and, that use of the Submitted Material you supply does not violate these Terms and will not cause injury to any person or entity.
15. ACCEPTABLE USE
You agree to use our Site and the Content (whether provided by us or others), including without limitation any software or services provided in connection with the Site, in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Site, related software or services, or Content, nor will you use our Site or related software or services to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Content or use our Site in any manner that:
1. is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive;
2. infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights;
3. removes any proprietary notices or labels on the Content;
4. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
5. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
6. is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity;
7. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
8. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
9. interferes with others using the Sites;
10. is off-topic according to the description of the group, forum or webpage;
11. contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment;
12. contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme;
13. disrupts, interferes or inhibits any other user from enjoying the Sites or other affiliated or linked websites, material, contents, products and/or services.
14. uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site, products and/or services;
15. creates a false identity for the purpose of misleading others;
16. prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;
17. uses any MicroSolved domain name as a pseudonymous return email address;
18. contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (if any);
19. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
20. attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software or any Content or the Sites;
21. reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Sites or Content, use of the Sites, or access to the Sites;
22. publishes, publicly performs or displays, or distributes to any third party any Content, including reproduction on any computer network or broadcast or publications media;
23. systematically collects and uses any Content including the use of any data mining, or similar data gathering and extraction methods;
24. makes derivative uses of the Sites or the Content;
25. uses, frames, or utilizes framing techniques to enclose any portion of the Sites (including the images found at the Sites or any text or the layout/design of any page or form contained on a page); and/or
26. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for: (a) the computer systems and other technology that operate our Site; or (b) any products, software, services or other Content. For purposes of these Terms, “reverse engineering” shall include without limitation the examination or analysis of the Site to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Site’s underlying technology.
16. SITE SECURITY
Violating the security of our Site is prohibited and may result in criminal and civil liability. MicroSolved may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
17. GEOGRAPHICAL RESTRICTIONS
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF OUR SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITES, ANY SITE-RELATED SERVICE, PROGRAM, MATERIAL OR SOFTWARE THAT IS PROVIDED OR OTHERWISE MADE AVAILABLE TO YOU, IS AT YOUR SOLE RISK. THE SITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITH THE SITES AND ANY SITE-RELATED PRODUCT, SOFTWARE, PROGRAM, OR SERVICE, IS PROVIDED ON AN “AS IS”, ‘WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS. MicroSolved AND ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE. Because some jurisdictions may not permit the exclusion of certain warranties, some of these exclusions may not apply to you.
2. MicroSolved AND ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVER(S) ON WHICH THE SITE IS HOSTED, OR MATERIALS, SOFTWARE OR OTHER CONTENT AVAILABLE FOR DOWNLOAD FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS ACCESS, ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN OUR SITE, CONTENT OR ANY SOFTWARE OR SERVICES WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR OTHER CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH CONTENT OR MATERIAL OR THE USE OF OUR SITE OR OUR SOFTWARE.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MicroSolved OR ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS, SUBSCRIBERS OR VISITORS, WHETHER MADE THROUGH OR FROM OUR SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY.
MicroSolved reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the Sites and/or services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue.
MicroSolved may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful subpoena) or based on MicroSolved´s reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for services, to protect our rights or property, or to protect users of MicroSolved´s services, the Site and other persons or entities from fraudulent, abusive, or unlawful use of the Site or any such services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD- PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU.
20. LIMITATION OF LIABILITY
IN NO EVENT SHALL MicroSolved, ITS AFFILIATES, EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITES, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY SOFTWARE, PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF AT&T OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF MicroSolved UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
You agree to indemnify, defend and hold harmless MicroSolved and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, made by any third-party due to or arising out of Submitted Material or Content you submit, post or upload to or transmit through our Site, your use of our Site, your connection to our Site, your violation of these Terms, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with MicroSolved or your use of our Site. MicroSolved reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with MicroSolved in asserting any available defenses.
You agree that MicroSolved may immediately terminate or suspend your account and/or access to all or any part of the Sites or change your password without notice. Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated notices, terms, conditions, agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Sites (or any part thereof,) (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your account includes (or, if MicroSolved elects instead to suspend your account, may include any one or more of the following) (a) removal of access to all offerings within the Sites, (b) deletion of your password and all related information, files and other content associated with or inside your account (or any part thereof) and (c) barring of further use of the Sites. You agree that all terminations and suspensions for cause shall be made in MicroSolved´s sole discretion and that MicroSolved shall not be liable to you or any third party for any termination or suspension of your account, or access to the Sites. Further, MicroSolved reserves the right, to immediately terminate or suspend your account, and access to the Sites at any time for any reason and without notice to you in its sole discretion.
Rights and obligations under these Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. MicroSolved´s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms shall be governed and construed in accordance with the laws of the State of Ohio, United States of America, applicable to agreements made and to be performed in Ohio, without regard to its principles of conflicts of law. Unless otherwise specified in this Agreement or except when local laws require otherwise, you agree to submit to the exclusive jurisdiction of any State or Federal court located in the County Franklin, Ohio, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. No modification to these Terms will be binding, unless in writing an signed by an duly authorized representative of MicroSolved. Notwithstanding anything to the contrary in these Terms, MicroSolved may enforce its rights against you in any court of competent jurisdiction. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of these Terms. MicroSolved may assign its rights and duties under these Terms to any party at any time without notice to you. Your rights and duties under these Terms are not sub-licensable, assignable or otherwise transferable by you without written consent of MicroSolved. These Terms do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our Site within one year after it arises. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.7c8