Intellectual Property Ownership
All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, information and other content of the Website, including any Submissions (as defined below), and any of the foregoing sent to you by email or other means (collectively, the “Site Content”) are proprietary to us or to third-parties.
Company authorizes you to view, download and print the Site Content in limited quantities for your own, non-commercial use, solely in considering whether to engage the Company to perform services (which engagement, for clarity, will require our agreement, in our discretion). You may not remove any copyright, trademark or other proprietary notices that have been placed in the Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of Company. In addition, you may not link to any part of the Website or any Site Content or frame or otherwise display in any manner the Website or any Site Content at any other website or elsewhere.
All software used on the Website is proprietary to us or to third-parties, and except as may be required to exercise the rights expressly granted to you in the prior paragraph above, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited.
The marks SMARTSHIFT TECHNOLOGIES and the smartShift Technologies logo are registered or unregistered trademarks of Company or its affiliates, and may not be used in connection with any service or product other than those provided by Company or its affiliates, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company or its affiliates. Any use of such marks, or any others displayed on the Website, will inure solely to the benefit of their respective owners.
Submissions Belong to Company
In the event that you choose to use the Website or any email address of Company (or its affiliates) personnel located through the Website to submit ideas or suggestions regarding the Website or any products or services of the Company or its affiliates, or otherwise relating to the operation of the Company, its affiliates or the Website (all of the foregoing being “Submissions”), the Submissions will be deemed, and will remain, the sole property of Company. None of the Submissions will be subject to any obligation of confidence on the part of Company or its affiliates, and neither Company nor its affiliates will be liable for any use or disclosure in any manner of any Submissions. Without limiting the foregoing, Company will be entitled to unrestricted use and other exploitation of the Submissions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Submissions.
Links to Third-Party Websites are not endorsements
The Website may contain links to third-party websites. Any linked sites are not under our control and we are not responsible for the contents of any linked sites. We provide these links as a convenience only and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Company or its affiliates. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third-parties.
Warranty Disclaimers and Limitations of Liability
Neither Company nor any of its affiliates makes any representations or warranties of any kind regarding the Website or the Site Content. The Website and Site Content are provided in “AS IS” condition, and Company and its affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE WEBSITE AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE WEBSITE OR THE SITE CONTENT AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE OR THE SITE CONTENT.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM COMPANY OR ITS AFFILIATES ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING FROM OR RELATING TO THE WEBSITE OR SITE CONTENT, EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Applicable Law and Jurisdiction
You and the Company agree that all matters arising from or relating to the use and operation of the Website will be governed by the substantive laws of the State of New York, USA, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Website will be heard and resolved in the federal and state courts located in New York. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
No delay or omission by Company in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Company of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. As used in this Agreement, the terms “include,” “includes” and “including” will not be limiting and “or” will not be exclusive. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Company regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
Effective Date of Terms: March 1, 2015.