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This TERMS OF USE AGREEMENT ("Agreement") is a legal agreement between each user who has clicked "Agree" to these terms ("Website User") and Edgestone Consulting, Inc., a Minnesota corporation whose notice address is 621 Coventry Parkway, Eagan, Minnesota 55123 ("Website Owner") stating the terms that govern the Website User’s use of the Website Owner's website located at the domain name www.entrespect.com ("Website"). If you do not agree to these terms, do not click "Agree," and do not use the services provided by the Website. Website Owner and Website User are generally and interchangeably referred to herein individually as "Party" and collectively and "Parties."
1. Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademark and other proprietary including, but not limited to intellectual property rights. The copying, redistribution, use or publication by Website User of any such matters or any part of the Website, except as allowed by Section 4 below, is strictly prohibited. Website User shall not acquire ownership rights to any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the Website is the copyrighted work of third parties.
3. Service Marks. "Entrespect.com," "Entrespect," and all other names, trademarks, service marks, logos, commercial symbols and styles used by Website Owner in providing its services ("Marks") are owned by Website Owner. Other product and company names mentioned on the Website may be trademarks of their respective owners.
4. Limited License; Permitted Uses. Website User is granted a non-exclusive, non-transferable, revocable license to: (a) access and use the Website strictly in accordance with this Agreement; (b) to use the Website solely for internal, personal, noncommercial purposes and (c) to print out discrete information from the Website solely for internal, personal, noncommercial purposes and provided that Website User maintain all copyright and other policies contained therein. No printout or electronic version of any part of the Website or its contents may be used by Website User in any litigation or arbitration matter whatsoever under any circumstances.
5. Restrictions and Prohibitions on Use. Website User's license for access and use of the Website and any information, materials or documents (collectively defined as "Content and Materials") therein are subject to the following restrictions and prohibitions on use. Website User may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Website or any Content and Materials retrieved therefrom; (b) use the Website or any materials obtained from the Website to develop, or as a component of, any information, storage and retrieval system, database or information base in any media now existing or hereafter developed, that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Website; (d) use any Content and Materials from the Website in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Website; (f) make any portion of the Website available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Website software or use any network monitoring or discovery software to determine the Website architecture; (h) use any automatic or manual process to harvest information from the Website; (i) use the Website for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Website in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations and (k) export or re-export the Website or any portion thereof, or any software available on or through the Website, in violation of the export control laws or regulations of the United States.
6. No Legal Advice. Information contained on or made available through the Website is not intended to and does not constitute legal advice, recommendations, mediation or legal counseling under any circumstance. Website Owner does not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Website. Website User's use of information on the Website or materials linked to the Website is entirely at Website User's own risk.
7. Advertisers. The Website may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website is accurate and complies with applicable laws. Website Owner is not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials.
8. Registration. Certain sections of, or offerings from, the Website may require Website User to provide personal information. If registration is requested, Website User agrees to provide Website Owner with accurate and complete registration information. Website User's registration must be done using Website User's real name and accurate information. Each registration is for Website User's personal use only and not on behalf of any other person or entity. Website Owner does not permit (a) any other person using the registered sections under Website User's name; or (b) access through a single name being made available to multiple users on a network. Website User's are responsible for preventing such unauthorized use.
9. Errors, Corrections and Changes. Website Owner does not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. Website Owner does not represent or warrant that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. Website Owner may make changes to the features, functionality or content of the Website at any time. Website Owner reserves the right in Website Owner's sole discretion to edit or delete any documents, information or other content appearing on the Website.
10. Third Party Content. Third party content may appear on the Website or may be accessible via links from the Website. Website Owner is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Website. Website User understands that the information and opinions in the third party content represents solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect Website Owner's beliefs.
11. Unlawful Activity. Website Owner reserves the right to investigate complaints or reported violations of this Agreement and to take any action the Website Owner deems appropriate including, but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Website User's profile, email addresses, usage history, posted materials, IP addresses and traffic information.
12. Indemnification. Website User agrees to indemnify, defend and hold Website Owner and Website Owner's partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to Website User's violation of this Agreement or use of the Website.
13. Nontransferable. Website User's right to use the Website is not transferable or assignable. Any password or right given to Website User to obtain information or documents is not transferable or assignable.
14. Disclaimer. THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE WEBSITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED INCLUDING, BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WEBSITE OWNER AND AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY WEBSITE USER FORM WEBSITE OWNER THROUGH THE WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
15. Limitation of Liability. Website Owner and Affiliated Parties shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Website or any services or products obtainable therefrom, (b) the unavailability or interruption of the Website or any features thereof, (c) Website User's use of the Website, or (d) the content contained on the Website. THE AGGREGATE LIABILITY OF WEBSITE OWNER AND AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE WEBSITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH WEBSITE USER MAY HAVE AGAINST WEBSITE OWNER AND AFFILIATED PARTIES.
16. Use of Information. All remarks, suggestions, ideas, graphics, or other information communicated by Website User to Website Owner (collectively, a "Submission") will forever be Website Owner's property. Website Owner will not be required to treat any Submission as confidential, and will not incur any liability as a result of any similarities that may appear in Website Owner's future products, services or operations. Without limitation, Website Owner will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. Website Owner will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to Website User or any other person sending the Submission. Website User acknowledges that Website User is responsible for whatever material Website User submits, and Website User shall have full responsibility for the message submitted, including its legality, reliability, appropriateness, originality, and copyright.
17. Third-Party Services. Website Owner may allow access to or advertise certain third-party product or service providers on Website ("Merchants") from which Website User may purchase certain goods or services. Website User understands that Website Owner does not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. Website Owner is not a party to the transactions entered into between Website User and Merchants. Website User agrees that use of or purchase from such Merchants is AT WEBSITE USER'S SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS WEBSITE OWNER LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN WEBSITE USER AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO WEBSITE OWNER WEBSITE.
18. Privacy Policy. Website Owner’s Privacy Policy, as it may change from time to time, is a part of this Agreement. Website User must review this Privacy Policy by clicking on the supplied link…..
19. Links to other Websites. The Website contains links to other Websites. Website Owner is not responsible for the content, accuracy or opinions express in such Websites and such Websites are not investigated, monitored or checked for accuracy or completeness by Website Owner. Inclusion of any linked Website on Website does not imply approval or endorsement of the linked Website by Website Owner. If Website User decides to leave Website and access these third-party sites, Website User does so at Website User's own risk.
20. Information and Press Releases. The Website contains information and press releases about Website Owner. Website Owner disclaims any duty or obligation to update this information or any press releases. Information about companies other than Website Owner contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Website Owner.
21. Legal Compliance. Website User agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Website User use of the Website and the Content and Materials provided therein.
22. Time Restrictions. Any cause of action by Website User with respect to the Website and/or any information, documents, products or services related thereto, must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
23. Agency. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have the right, power or authority to enter into any Agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create association, joint venture or partnership between the parties or to impose any partnership obligation or liability on either party.
24. Assignment. This Agreement and all incorporated agreements and Website User information may be automatically assigned by Website Owner in its sole discretion to a third party in the event of an acquisition, sale or merger. Website User may not resell, assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Website Owner's prior written consent, and any attempt to so resell, assign or transfer will be null and void.
25. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the Parties hereto. If the Parties cannot agree on an arbitrator, each Party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.
26. Interpretation. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best affect the intent of the Parties or the Parties agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein.
27. Jurisdiction and Venue. This Agreement shall be construed in accordance with the laws of the State of Minnesota and the venue of any dispute arising out of this Agreement shall be the County of Hennepin or the United States District Court sitting in Minneapolis, Minnesota, unless applicable state or federal law dictates otherwise.
28. Waiver. The waiver of one Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach.
29. Complete Agreement. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior representations and understandings between the Parties.
30. Amendment. This Agreement may be amended at any time by Website Owner from time to time without specific notice to Website User. The latest Agreement will be posted on the Website, and Website User should review this Agreement prior to using the Website.
