I.
IMPORTANT! THIS IS A BINDING LEGAL AGREEMENT (this
"Agreement"). PLEASE READ THESE TERMS AND CONDITIONS OF USE
CAREFULLY BEFORE USING THIS SITE. This Agreement governs your use
of this site (collectively, the "Site") and is by and
between the Association of Appraisal Regulatory Officials (referred to
herein as "AARO", "we", "us", or
"our") and you, on behalf of yourself and the buyer, member
or supplier for which you have registered ("you"). By using,
viewing, transmitting, caching, storing and/or otherwise utilizing the
Site, the services or functions offered in or by the Site and/or the
contents of the Site in any way, you have agreed to each and all of
the terms and conditions set forth below, and waive any right to claim
ambiguity or error in this Agreement. If you do not agree to each
and all of these terms and conditions please do not use the Site and
leave the Site immediately. We reserve the right, at our sole and
absolute discretion, to change, modify, add, or remove portions of
these terms at any time without notice and, unless otherwise
indicated, such changes will become effective immediately; therefore,
please check these terms periodically for changes. Your continued use
of the Site following the posting of changes to this Agreement will
mean you accept those changes. Please print and retain a copy of this
Agreement, as it may be changed from time to time, for your records.
II.
ELIGIBILITY
The
Site and the materials located on or through the Site are provided by
us for informational purposes only, with the understanding that we are
by the provision of these materials not engaged in the
rendering of legal or other professional advice or service. The
information contained in or through the Site is based upon sources
believed to be accurate and reliable; and we have exercised reasonable
care to assure the accuracy of the information. However, we make no
representation or warranty as to such accuracy. For all of the above reasons, you should consult your own
attorney or other appropriate professional for advice concerning the
terms and conditions of this Agreement and/or compliance with any
legal requirement.
III.
RESTRICTIONS ON USE OF MATERIALS
All
materials contained in the Site are the copyrighted property of AARO,
or its subsidiaries or affiliated companies and/or third party
licensors. No material from the Site or any Internet site owned,
operated, licensed, or controlled by us or our affiliates may be
copied, reproduced, republished, uploaded, posted, transmitted, or
distributed in any way. For purposes of these terms, the use of any
such material on any other Web, Internet, intranet, extranet or other
site or computer environment is prohibited. All trademarks, service
marks, trade names and trade dress are proprietary to us. You may not
frame or utilize framing techniques to enclose any of our trademarks,
logos, or other proprietary information (including images, text, page
layout, or form) without our prior express written consent. You may
not use any meta tags or any other "hidden text" utilizing
our name, trademarks or other proprietary information without our
prior express written consent.
Unless
indicated otherwise, all names, logos, trademarks, service marks,
trade dress and trade names are proprietary to the Association of
Appraisal Regulatory Officials (AARO), in the United States and other
countries and may not be used by anyone for any purpose without our
prior express written consent. We consider our trademarks to be
valuable assets, and take infringement of them seriously.
In
the event you download software from the Site, the software, including
any files, images incorporated in or generated by the software, and
data accompanying the software (collectively, the
"Software") are licensed to you by us or third party
licensors for your use in connection with the Site only. We do not
transfer title to the Software to you. You own the medium on which the
Software is recorded, but we (or third party licensors) retain full
and complete title to the Software and all intellectual property
rights therein. You may not redistribute, sell, de-compile, reverse
engineer, disassemble, or otherwise reduce the Software to a
human-readable form.
IV.
TYPE AND USE OF INFORMATION COLLECTED
We
automatically track, collect and compile User Information and
Transaction Data (as defined below) when you utilize the Site. For
purposes of this Agreement, the terms "User Information" and
"Transaction Data" shall have the meanings set forth below
and shall sometimes hereinafter be referred to collectively as the
"Information":
(i)
"User Information" shall mean information or data,
including registration, enrollment and profile data provided by or
obtained in connection with users prior to or after the date you
accept the terms of this Agreement (the "Acceptance
Date"), that identifies users of the Site.
(ii)
"Transaction Data" shall mean information and data
characterizing, describing, relating to, or comprising use of,
including transactions (e.g., the sale and purchase of goods and
services) conducted in whole or in part over or through use of the
Site, whether such transaction was completed prior to or after the
Acceptance Date, including, without limitation, User Information
relating to parties to any such transactions.
We
also automatically track and collect your IP address, domain server,
the type of computer and type of web browser you are using and use
"cookies" to (i) customize content specific to your
interests, (ii) ensure that you do not see the same advertisement
repeatedly and (iii) store your password so you do not have to
re-enter it each time you use the Site.
You
agree that AARO shall own all Information.
By
accessing the Site, you voluntarily, expressly and knowingly
acknowledge and agree with all of the foregoing and further agree to
each and all of the following: (i) such Information belongs to AARO
and is not personal or private proprietary information; (ii) such
Information, wherever collected, may be processed, used, reproduced,
modified, adapted, translated, used to create derivative works,
shared, published and distributed by AARO in its sole and absolute
discretion in any media and manner irrevocably in perpetuity in any
location throughout the universe without royalty or payment of any
kind, without, however, any obligation by AARO to do so; (iii) AARO
does not represent, warrant, or guaranty the Information or its
processing, use, reproduction, modification, adaptation, translation,
derivation, sharing, publishing or distribution, including without
limitation the accuracy, reliability, security, or any other feature
relating thereto or its processing, use, reproduction, modification,
adaptation, translation, derivation, sharing, publishing or
distribution; (iv) AARO will try to provide you a way to review,
correct or update the User Information you give AARO directly, but
cannot guaranty that such will be possible or that changes will be
reflected throughout all uses of such Information; and (v) you
represent and warrant that you have the right to give such Information
to AARO and that such Information is not libelous, defamatory,
obscene, pornographic, threatening, invasive of privacy or publicity
rights, abusive, illegal, or otherwise objectionable that would
constitute or encourage a criminal offense, violate the rights of any
party, or otherwise give rise to liability or violate any law.
You
hereby represent and warrant to AARO that there are no agreements,
either written or oral, between you and any party in which you grant
or are granted exclusive ownership rights in and to the Information
nor are there any agreements, either oral or written, between you and
any party that would prohibit AARO from asserting the ownership
rights, or impair in any way AARO's ownership rights, in and to the
Information as contemplated by this Agreement.
Facts
relating to use of the Site, and any information (including the
Information) submitted in connection with your use of the Site, are
not confidential or private. Please note that when you use the Site,
you are agreeing to the use of certain information about such use.
Also, when you submit information (including the Information) to us in
your use of the Site, you thereby (i) represent and warrant that such
information is complete, truthful, and accurate, that you own all
rights in such information, that the information, if applicable, is
entirely your own original, unpublished work, is not based in whole or
in part upon any pre-existing work or work of any other person, does
not violate or infringe in any way any copyright, trademark, trade
name, service mark or any other statutory, common law or other
proprietary or personal right or interest, is not abusive, obscene,
profane, sexually explicit, threatening or illegal, and you agree to
indemnify, defend and hold the Indemnified Parties (as defined below)
harmless from and against any such claim and relinquish, release and
assign to us all rights in and title to such information, (ii)
acknowledge that you (and not the Indemnified Parties) are solely
liable for any damage resulting from infringement of copyrights,
proprietary rights, or any other harm arising from their submission
and our subsequent use of the information, and (iii) automatically
grant us a worldwide, royalty-free, exclusive right and license to
use, reproduce, publish, distribute and such information (in whole or
in part, in any media now known or used or heretofore known or used at
any time, and in perpetuity), although you acknowledge that we have no
obligation whatsoever to use, reproduce, publish, distribute or
display the information. Further, we reserve the right to monitor and
review transmissions, use any information related to such use to
ensure that our policies are followed and otherwise as a necessary
incident to the provision of the Site or to protect our rights and
property. We may also monitor and review stored transmissions without
restriction and you hereby acknowledge and consent to such monitoring.
You further acknowledge that passwords are known to us. If you use the
Site, you are responsible for maintaining the confidentiality of your
account and password and for restricting access to your computer, and
you agree to accept responsibility for all activities that occur under
your account or password.
V.
SUBMISSIONS
We
are pleased to hear from our users and welcome your comments regarding
the Site and the products and services offered in connection
therewith. Unfortunately, however, our long-standing company policy
does not allow us to accept or consider creative ideas, suggestions,
or materials other than those that we have specifically requested. We
employ a talented staff and consultants who may be working on the same
or similar ideas. We hope you will understand that it is the intent of
this policy to avoid the possibility of future misunderstandings when
projects developed by our professional staff and/or consultants might
seem to others to be similar to their own creative work. Please do not
send us any unsolicited original creative materials of any kind. While
we do value your feedback on the Site and the services and products
offered in connection therewith, we request that you be specific in
your comments with respect to the same, and not submit any creative
ideas, suggestions, or materials (unless specifically requested by
us).
If,
at our request, you send certain specific submissions or, despite our
request, you send us creative suggestions, ideas, notes, drawings,
concepts, or other information (collectively, the
"Submissions"), the Submissions shall be deemed, and shall
remain, our property. None of the Submissions shall be subject to any
obligation of confidence on our part and we shall not be liable for
any use or disclosure of any Submissions. Without limitation of the
foregoing, we shall exclusively own all now known or hereafter
existing rights to the Submissions of every kind and nature throughout
the universe and shall be entitled to unrestricted use of the
Submissions for any purpose whatsoever, commercial or otherwise,
without compensation to the provider of the Submissions.
VI.
FORUMS AND PUBLIC COMMUNICATION
"Forum"
means a chat area, message board, or e-mail function offered as part
of the Site. If you participate in a Forum within the Site, if
applicable, you must not: (i) defame, abuse, harass or threaten
others; (ii) make any bigoted, hateful or racially offensive
statements; (iii) advocate illegal activity or discuss illegal
activities with the intent to commit them; (iv) post or distribute any
material that infringes and/or violates any right of a third party or
any law; (v) post or distribute any vulgar, obscene, discourteous or
indecent language or images; (vi) advertise or sell to, or solicit
others; (vii) use the Forum for commercial purposes of any kind other
than to facilitate a transaction on the Site; (viii) post or
distribute any software or other materials which contain a virus or
other harmful component; or (ix) post material or make statements that
do not generally pertain to the designated topic or theme of any chat
room or bulletin board. You shall remain solely responsible for the
content of your messages and shall indemnify and hold the Indemnified
Parties harmless for the content of such messages. We reserve the
right to remove or edit content from any Forum at any time and for any
reason.
By
uploading materials to any Forum or submitting any materials to us,
you automatically grant (or warrant that the owner of such materials
expressly granted) us a perpetual, royalty-free, irrevocable,
non-exclusive right and license to use, reproduce, modify, adapt,
publish, translate, publicly perform and display, create derivative
works from and distribute such materials or incorporate such materials
into any form, medium, or technology now known or later developed
throughout the universe. In addition, you warrant that all so-called
"moral rights" in those materials have been waived.
When
participating in a Forum, never assume that people are who the say
they are, know what they say they know, or are affiliated with whom
they say they are affiliated with in any chat room, message board, or
other user generated content area. Information obtained in a Forum may
not be reliable, and it is not a good idea to trade or make any
investment decisions based solely or largely on information you cannot
confirm. We cannot be responsible for the content or accuracy of any
information, and shall not be responsible for any trading or
investment decisions made based on such information.
VII.
CONTENT LINKED TO THE SITE
Links
to other sites we think may be of interest to you are provided for
your convenience. By providing these links, we are not endorsing,
sponsoring or recommending such sites or the materials disseminated by
or services provided by them, and are not responsible for the
materials, services or other situations at or related to or from any
other site.
Please
exercise discretion while browsing the Internet and using the Site.
You should be aware that when you are using the Site, you could be
directed to other sites that are beyond our control. There are links
to other sites from the Site pages that take you outside of the Site.
For example, if you "click" on a banner advertisement or a
search result, the "click" may take you off the Site. This
includes links from advertisers, sponsors, and content partners that
may use our logo(s) as part of a co-branding agreement. These other
sites may send their own cookies to users, collect data, solicit
personal information, or contain information that you may find
inappropriate or offensive. In addition, advertisers on the Site may
send cookies to users that we do not control.
We
reserve the right to disable links from any third party sites to the
Site.
We
make no representations concerning the content of sites listed in any
of the Site's directories. Consequently, we cannot be held responsible
for the accuracy, relevancy, copyright compliance, legality or decency
of material contained in sites listed in any search results or
otherwise linked to a Site.
Please
keep in mind that whenever you give out information online, that
information can be collected and used by people you don't know. We
cannot guarantee the security of any information you disclose online;
you make such disclosures at your own risk.
VIII.
DISCLAIMERS
ELECTRONIC
TRANSMISSIONS, INCLUDING THE INTERNET, ARE PUBLIC MEDIA, AND ANY USE
OF SUCH MEDIA IS PUBLIC AND NOT PRIVATE. INFORMATION RELATED TO OR
ARISING FROM SUCH USE IS PUBLIC, OR THE PROPERTY OF THOSE COLLECTING
INFORMATION, AND NOT PERSONAL OR PRIVATE INFORMATION.
YOU
AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. THE CONTENT, SERVICES
AND MATERIALS IN THE SITE ARE PROVIDED "AS IS" AND ON AN
"AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES
OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY. WE DO NOT MAKE ANY
REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS REGARDING THE ACCURACY,
RELIABILITY, USEFULNESS OR COMPLETENESS OF THE SERVICES, CONTENT OR
MATERIALS IN THE SITE OR ANY SITE LINKED TO IT. TO THE MAXIMUM EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY,
SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT
WARRANT THAT THE SITE OR THE SERVICES, CONTENT, MATERIALS OR FUNCTIONS
CONTAINED IN THE SITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE,
SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE THE SITE OR SUCH
SERVICES, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR
MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE
OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS OR PRODUCTS AVAILABLE
THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. In
the event we are held liable for any damages related to such matters,
your sole and exclusive remedy will be limited to reimbursement for
services or products paid by you to the entity held liable which were
not provided by such entity. You hereby waive any and all rights to
bring any claim or action related to such matters in any forum beyond
one (1) year after the first occurrence of the kind of act, event,
condition or omission upon which the claim or action is based.
We
explicitly disclaim any responsibility for the accuracy, content, or
availability of information found on sites that link to or from the
Site. We cannot ensure that you will be satisfied with any products or
services that you purchase from the Site or from a third-party site
that links to or from the Site or third party content on the Site. We
do not endorse any of the merchandise, nor have we taken any steps to
confirm the accuracy or reliability of, any of the information
contained in such third-party sites or content. We do not make any
representations or warranties as to the security of any information
(including, without limitation, credit card and other personal
information) you might be requested to give any third party, and you
hereby irrevocably waive any claim against the Indemnified Parties
with respect to such sites and third party content. We strongly
encourage you to make whatever investigation you feel necessary or
appropriate before proceeding with any online or offline transaction
with any of these third parties.
The
Indemnified Parties are not responsible for telephone, electric,
electronic, network, Internet, computer, hardware or software program
malfunctions, failures, delays or difficulties, or late, lost, stolen,
illegible, incomplete, garbled, misdirected, mutilated or postage due
mail, e-mail, form postings, connections, messages or entries, or the
security of any and all such matters.
Further,
the Indemnified Parties are not responsible for incorrect or
inaccurate entry information, whether caused by Internet users or by
any of the equipment or programming associated with or utilized in the
Site or by any technical or human error which may occur in the
processing of any information related to the Site.
We
may prohibit you from participating in or utilizing the Site if in our
sole and absolute discretion you show a disregard for this Agreement
or act in an unsportsmanlike manner, with the intent to annoy, abuse,
threaten, or harass any other person, or in any other disruptive
manner. We also reserve the right to refuse service, terminate
accounts, remove or edit content or cancel orders in our sole and
absolute discretion.
If
for any reason any portion of the Site is not capable of running as
planned, including infection by computer virus, bugs, tampering,
unauthorized intervention, fraud, technical failures, or any other
causes beyond the reasonable control of AARO which corrupt or affect
the administration, security, fairness, integrity, or proper conduct
of the Site, we reserve the right (but not the obligation) in our sole
and absolute discretion, to prohibit you and any member, buyer or
supplier (and all of your and their Information) from using the Site,
and to cancel, terminate, modify or suspend the Site or any portion
thereof and void such Information.
You
also agree that the Indemnified Parties are not responsible or liable
in any way for injury, loss or damage to your computer or interception
or use of credit card information, related to or resulting from use of
the Site or any sites, services or materials linked or related thereto
or therefrom and also are not responsible or liable in any way for any
injury, loss, claim or damage relating to or resulting from any part
of the Site operating or not operating on computers or networks used
by you or communicating with such computers or networks.
To
the extent we list or link to third party products or services, our
site acts as the venue for suppliers to sell products and services
(or, as appropriate, solicit offers to buy) and buyers to purchase
such products and services. We are not involved in the actual
transaction between buyers and suppliers. As a result, we have no
control over the quality, safety or legality of the items advertised,
the truth or accuracy of the listings, the ability of suppliers to
sell items or the ability of buyers to buy items. We cannot ensure
that a buyer or supplier will actually complete a transaction.
We
do not control the information provided by other users which is made
available through the Site. You may find other user's information to
be offensive, harmful, inaccurate, or deceptive. Please use caution
and common sense when using the Site. Please note that there are also
risks of dealing with foreign nationals, underage persons or people
acting under false pretense.
Although
we intend that product descriptions contained in the Site be current
and accurate, we make no warranty or representation that descriptions
of products in the Site are accurate, complete, current, or reliable
in any or all respects. In the event that a product described in the
Site is not as described, your sole remedy is to return it in unused
condition in accordance with the suppliers' return policy.
ELECTRONIC
COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711): WE MAKE NO
GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR
INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE
SITE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL
ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE,
COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER
CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE
CONNECTED WITH YOUR USE OF THE SITE.
NO
ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY US OR
ANY OF THE INDEMNIFIED PARTIES WILL CREATE A WARRANTY OF ANY KIND AND
USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WE RESERVE
THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE, TO
CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR TO DENY
ACCESS TO THE SITE TO ANYONE AT ANY TIME. NEITHER WE NOR ANY OF THE
INDEMNIFIED PARTIES, SHALL HAVE ANY LIABILITY ARISING FROM YOUR
RELIANCE UPON THE INFORMATION PROVIDED ON THE SITE.
Search
and Directory are free services which may be offered in connection
with the Site. Because the Web changes constantly, no search engine
technology can possibly have all accessible sites at any given time.
Thus, we explicitly disclaim any responsibility for the content or
availability of information contained in any search index or directory
offered in connection with the Site.
The
Site may contain technical inaccuracies or typographical errors or
omissions. Hilton is not responsible for any typographical,
photographic, technical or pricing (including without limitation
mistaken hotel rates) errors listed on our Site. Hilton reserves the
right to make changes, corrections and/or improvements to the Site,
and to the products and programs described in such information, at any
time without notice.
IX.
INDEMNIFICATION
You
are entirely responsible for maintaining the confidentiality of your
password and account and for all activities that occur under your
account. You hereby indemnify, defend and hold us and our partners, subsidiaries, affiliates,
members and each of such person's or entities' officers,
directors, agents, contractors, subcontractors, guests, residents,
visitors, licensees, invitees, permitees and employees (collectively,
the "Indemnified Parties") harmless from and against any and
all allegations, demands, claims, liabilities, damages, fines,
penalties or costs of whatsoever nature (including reasonable
attorneys' fees) and whether by reason of death of or injury to any
person or loss of or damage to any property or otherwise
("Claims") arising out of or in any way connected with this
Agreement, the services or products provided to you by the Site or any
related act or failure to act by you and whether or not occasioned or
contributed to by the negligence of AARO or any agent or employee of
the Indemnified Parties or any of them (except as and to the extent
prohibited by applicable law) or Claims arising from your account,
including, without limitation, any Claims related to infringement by
you of the intellectual property rights of any person, including
without limitation, copyright, patent, trade secret, trade mark,
artist rights, droit moral, privacy, publicity or rights under other
intellectual property laws. In the event that any Claim is made or any
action or proceeding is brought against the Indemnified Parties, or
any of them, arising out of or connected with this Agreement, any such
Indemnified Party may, by reasonable notice to you, require you, at
your expense, to resist such Claim or take over the defense of any
such action or proceeding and employ counsel for such purpose, such
counsel to be subject to the prior written approval of such
Indemnified Party, which approval shall be deemed to have been given
hereby in the case of counsel acting for your insurance underwriters
engaged in such resistance or defense. You shall cooperate with us in
the defense of any Claim. We reserve the right, at our own expense, to
assume the exclusive defense and control of any matter otherwise
subject to indemnification by you.
X.
LIMITATION OF LIABILITY
UNDER
NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE
BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT
RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE
SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT OF YOUR ACCESS TO, OR
INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE OR THE
SERVICES, CONTENT OR MATERIALS IN, OR FUNCTIONS OF, THE SITE,
PROVISION OF, OR FAILURE TO PROVIDE SERVICES, OR INFORMATION, OR ANY
DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS,
WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN
ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN
CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR
OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE
SITE. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE PRODUCTS,
SERVICES, MEMBERS, SUPPLIERS AND/OR BUYER OFFERED IN CONNECTION
THEREWITH OR ASSOCIATED THEREWITH, AS THE CASE MAY BE, YOUR SOLE AND
EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE
THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF.
XI.
RELEASE
BY
UTILIZING THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE
INDEMNIFIED PARTIES ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM
AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY WITH RESPECT TO
ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION, ANY ILLNESS,
LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND
CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY,
REASONABLE ATTORNEYS' FEES AND COURT COSTS) THAT MAY OCCUR FROM USE OF
THE SITE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF INFORMATION,
MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED THEREFROM.
WE RESERVE THE RIGHT AT ANY TIME AND WITHOUT LIABILITY TO RESTRICT OR
REFUSE ACCESS TO THE SITE AND ITS SERVICES, CONTENT, MATERIALS AND
FUNCTIONS TO ANYBODY. WE FURTHER RESERVE THE RIGHT TO SEEK ANY FORM OF
RELIEF, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES, RELATED TO
FRAUDULENT OR ILLEGAL ACTIVITY CONNECTED WITH THE USE OF THE SITE.
Because
we are not involved in the actual transaction between buyers and
suppliers, if applicable, in the event that you have a dispute with
one or more users, you also on behalf of yourself, your predecessors,
if applicable, and each of their present and former officers,
employees, directors, subsidiaries, alter egos,
affiliates, partners, agents, attorneys, accountants, heirs,
executors, administrators, conservators, successors and assigns, as
applicable, hereby fully and forever releases and discharges the
Indemnified Parties, from any and all claims, demands, liens, actions,
agreements, suits, causes of action, obligations, controversies,
debts, costs, attorneys' fees, expenses, damages, judgments, orders
and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or suspected which have existed or may
have existed, or which do exist or which hereafter can, shall or may
exist, based on any facts, events or omissions occurring from any time
on or prior to the execution of this Agreement which arise out of,
concern, pertain or relate in any way to this Agreement or the Site.
You also acknowledge that there is a possibility that subsequent to
the execution of this Agreement, you will discover facts or incur or
suffer claims which were unknown or unsuspected at the time this
Agreement was executed, and which if known by it at that time may have
materially affected its decision to execute this Agreement. You
acknowledge and agree that by reason of this Agreement, and the
release contained in this section of this Agreement, you are assuming
any risk of such unknown facts and such unknown and unsuspected
claims. You have been advised of the existence of Section 1542 of the
California Civil Code ("Section 1542"), which provides:
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Notwithstanding
such provisions, this release shall constitute a full release in
accordance with its terms. You knowingly and voluntarily waive the
provisions of Section 1542, as well as any other statute, law or rule
of similar effect. In connection with such waiver and relinquishment,
You acknowledges that you are aware that you may hereafter discover
claims presently unknown or unsuspected, or facts in addition to or
different from those which you now know or believe to be true, with
respect to the matters released herein. Nevertheless, it is your
intention, through this Agreement, and with the advice of counsel,
fully and finally settle and release all such matters, and all claims
relative thereto, which do now exist, may exist, or have existed
between and among the parties hereto, including the Indemnified
Parties. You hereby acknowledge that you have been advised by your
legal counsel, understand and acknowledge the significance and
consequence of this release and of this specific waiver of Section
1542 and other such laws.1
XII.
JURISDICTIONAL ISSUES
The
products and/or services described in and available through the Site
may not be available in your country. We make no representation that
the services or products offered in the Site are appropriate or
available for use in any particular location. Those who choose to
access the Site do so on their own initiative and are responsible for
compliance with local laws, if and to the extent local laws are
applicable. If use of the Site and/or viewing or use of any material
or content therein or services offered thereby violates or infringes
any applicable law in your jurisdiction(s), you are not authorized to
view or use the Site and must exit immediately. Your viewing and/or
use of the Site constitutes your representation that you are
unconditionally and without limitation permitted to view and use the
Site and the Indemnified Parties may rely upon such representation.
The Site is operated from the United States and it is possible that
some Software from the Site may be subject to United States export
controls. No Software from the Site may be downloaded or otherwise
exported or reexported (i) into (or to a national or resident of)
Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country
subject to a U.S. or U.N. embargo or sanction; or (ii) to anyone on
the US Treasury Department's list of Specially Designated Nationals or
anyone subject to the same or similar restrictions even if not listed
or the US Commerce Department's Table of Deny Orders. By downloading
or using the Software, you 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 of the above restricted lists or subject to
such restrictions.
XIII.
ACCESS AND INTERFERENCE
You
will not use any robot, spider, other automatic device, or manual
process to monitor or copy the Site or the contents or information
(including the Information) contained therein without our prior
express written consent. You agree that you will not use any device,
software or routine to interfere or attempt to interfere with the
proper working of the Site or any transaction being conducted through
the Site. You agree that you will not copy, reproduce, alter, modify,
create derivative works, or publicly display any content (except for
any Information in which you have an ownership interest) from the Site
without our prior express written consent or the appropriate third
party.
The
information (including the Information) you provide to us (i) shall
not contain any viruses, Trojan horses, worms, time bombs, cancelbots
or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate
any system, data or information; and (ii) shall not create liability
for us or cause us to lose (in whole or in part) the services of our
ISPs or other suppliers.
XIV.
NO AGENCY
You
and AARO are independent contractors, and no agency, partnership,
joint venture, employee-employer or franchiser-franchisee relationship
is intended or created by this Agreement.
XV.
TERMINATION
These
terms are effective until terminated by either party. You may
terminate these terms at any time by discontinuing use of the Site and
destroying all materials obtained from any and all such sites and all
related documentation and all copies and installations thereof,
whether made under the terms of this Agreement or otherwise. Your
access to the Site may be terminated immediately without notice from
us if in our sole and absolute discretion you fail to comply with any
term or provision of this Agreement. Upon termination, you must cease
use of the Site and destroy all materials obtained from such site and
all copies thereof, whether made under the terms of this Agreement or
otherwise. Notwithstanding the termination of this Agreement, you
acknowledge and agree that those rights and obligations which by their
nature are intended to survive the termination of this Agreement in
order to be fully operative, shall survive the termination of this
Agreement including, without limitation, the following provisions
hereof: (i) Restrictions on Use of Materials; (ii) Use and Ownership
of Information Collected; (iii) Submissions; (iv) Disclaimers; (v)
Indemnification; (vi) Limitations on Liability; (vi) Release; (vii)
Access and Interference; (viii) Notice and Procedure for Making Claims
of Copyright Infringement; (ix) Forum; (x) No Agency; and (xi)
Compliance with Laws.
XVI.
GENERAL PROVISIONS
You
shall comply with all applicable laws, statutes, ordinances and
regulations regarding your use of the Site and your solicitation of
offers to purchase and/or sell products and/or services. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to any principles of
conflicts of law. You agree that any action at law or in equity
arising out of or relating to the terms of this Agreement shall be
filed only in the state or federal courts located in Texas and you
hereby consent and submit to the personal jurisdiction of such courts
for the purposes of litigating any such action. If any provision of
this Agreement shall be unlawful, void, or for any reason
unenforceable, then that provision shall be deemed severable from this
Agreement and shall not affect the validity and enforceability of any
remaining provisions. This is the entire agreement between us relating
to the subject matter herein and shall not be modified except as
otherwise set forth herein. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be, or shall constitute, a
waiver of any other term, provision or condition hereof, whether or
not similar, nor shall any waiver constitute a continuing waiver of
any such term, provision or condition hereof. No waiver shall be
binding unless executed in writing by the party making the waiver. You
agree that you will execute and deliver to us, in recordable form if
necessary, such further documents, instruments or agreements, and
shall take such further action, that may be necessary or appropriate
to effectuate the purposes of this Agreement.
XVII.
DIGITAL SIGNATURE PROVISIONS
You
represent and warrant that you have the legal right, power and
authority to agree to the terms of this Agreement on behalf of
yourself and the member, buyer or supplier participating in the Site.
You further agree that your use constitutes an electronic signature as
defined by the Electronic Signatures in Global and National
Commerce Act ("E-Sign") and the Uniform Electronic
Transactions Act ("UETA") and that you have formed,
executed, entered into, accepted the terms of and otherwise
authenticated this Agreement and acknowledged and agreed that this
Agreement is an electronic record for purposes of E-Sign, UETA and the
Uniform Computer Information Transactions Act and as such is
completely valid, has legal effect, is enforceable, and is binding on,
and non-refutable by you and the member, buyer or supplier on whose
behalf you are acting.