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| ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE
Table of Contents
1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE NALPEIRON (NAL) AND ITS AFFILIATES PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN NAL AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE. 1.2 This website ("Website") includes without limitation: (a) Online Support and Service Center services, and other on-line services accessible via the Website (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Nalpeiron controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. Nalpeiron products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Nalpeiron for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard Nalpeiron terms and conditions of sale in your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or license agreement with Nalpeiron for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails. 2. YOUR OBLIGATIONS AND CONDUCT 2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Nalpeiron or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Nalpeiron reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements. 2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Nalpeiron or someone else, or spoof Nalpeiron's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users. 3. CONFIDENTIALITY OF NAL INFORMATION 3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Nalpeiron's written request, You must cease use of Confidential Information and return or destroy it. 3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Nalpeiron, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Nalpeiron adequate to afford Nalpeiron the opportunity to object to the disclosure. 4. CONTENT SUBMITTED TO Nalpeiron 4.2 Nalpeiron and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website. 6. INDEMNITY 7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS 9. CONTENT PROVIDED VIA LINKS 10. INTELLECTUAL PROPERTY RIGHTS 10.2 "Nalpeiron Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Nalpeiron uses in connection with its products and services. You agree to comply with the Nalpeiron Trademark and Logo Usage Requirements. You may not remove or alter any Nalpeiron Trademarks, or co-brand your own products or material with Nalpeiron Trademarks, without Nalpeiron's prior written consent. You acknowledge Nalpeiron's rights in Nalpeiron Trademarks and agree that any use of Nalpeiron Trademarks by You shall inure to Nalpeiron's sole benefit. You agree not to incorporate any Nalpeiron Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. 10.3 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Nalpeiron on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content. 11. DISCLAIMER OF WARRANTIES 11.2 NAL MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. 11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. 12. LIMITATION OF LIABILITY 12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. 14. GENERAL TERMS 14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Nalpeiron for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Nalpeiron will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Nalpeiron seeks such an injunction. 14.3 UK law governs any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Nalpeiron agree to submit to the personal and exclusive jurisdiction of the courts located within the U.K.. 14.4 Services, Content, and product derived or obtained from this Website may be subject to the U.K. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.K. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.K. export regulations. 14.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. 14.6 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect. |