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PROJECT
NAVIGATOR, LTD.
Terms of Use Agreement for the Projectooolbox Website
|
This
aggreement describes your responsibilities and limits our liability,
among other things. Please read it carefully before submitting a registration
form or using the Projectoolbox website.
1. ACCEPTANCE OF TERMS
Project Navigator, Ltd.("Project Navigator") makes available
to you on this website (the "Site") information, documents,
images, software and products (collectively, the "Materials")
and various services operated by Project Navigator (collectively,
the "Services"), subject to the terms and conditions set
forth in this document (the "Terms of Use"). By accessing
or using this Site, which includes your access to or use of any of
the Services, you agree to the Terms of Use. Project Navigator reserves
the right to change the Terms of Use from time to time at its sole
discretion. Your use of the Site will be subject to the most current
version of the Terms of Use posted on the Site at the time of such
use. In addition, when using particular Services or Materials on this
Site, or entering sections of the Site for Members, you shall be subject
to any posted guidelines or rules applicable to such Services or Materials
that may contain terms and conditions in addition to those in the
Terms of Use. All such guidelines or rules are hereby incorporated
by reference into the Terms of Use. If you breach any of the Terms
of Use, your authorization to use this Site automatically terminates
and you must immediately destroy any Materials downloaded or printed
from the Site.
This Agreement is void where prohibited by law, and the right to access
the Site and Materials is revoked in such jurisdictions.
2. USE OF THE SITE
A. Intellectual Property Rights. The Materials and
Services on this Site, including, but not limited to, the compilation
of all content, are the copyrighted works of Project Navigator and/or
its licensors or suppliers, and are protected by copyright and/or
other intellectual property laws. Any unauthorized use of the Materials
or Services at this Site may violate such laws. Except as expressly
provided herein, Project Navigator and its suppliers do not grant
any express or implied right to you under any patents, copyrights,
trademarks, rights in trade secrets, or other intellectual property
rights with respect to the Materials and Services.
B. Acceptable Use Policy. You are solely responsible
for the content of any comments, information, questions, data, feedback,
ideas, descriptions of processes, or other information submitted to
Project Navigator through the Site. You may only submit to the Site
content that is (a) owned by you, (b) submitted with the express permission
of the owner, or (c) in the public domain. Violation of these restrictions
may result in limitations on access by you to this Site. In addition,
You agree to not use the Site to:
- upload, post or otherwise transmit any data or content that
is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, obscene, pornographic, libelous, invasive
of another's privacy, hateful, or racially, ethnically or otherwise
objectionable.
- harm minors in any way.
- impersonate any person or entity, including, but not limited
to, an Project Navigator official, forum leader, guide or host,
or falsely state or otherwise misrepresent your affiliation with
a person or entity.
- upload, post or otherwise transmit any content that you do not
have a right to transmit under any law or under contractual or
fiduciary relationships (such as inside information, proprietary
and confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements).
- upload, post or otherwise transmit any content that violates
any law or violates the personal, proprietary, or intellectual
property rights or other rights of any third party.
- upload, post or otherwise transmit any unsolicited or unauthorized
advertising, promotional materials, "junk mail," "spam,"
"chain letters," "pyramid schemes," or any
other form of solicitation.
- upload, post or otherwise transmit any material that 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.
- interfere with or disrupt the Site or servers or networks connected
to the Site, or disobey any requirements, procedures, policies
or regulations of networks connected to the Site.
- "stalk" or otherwise harass another.
- collect or store personal data about other users.
- promote or provide instructional information about illegal activities,
promote physical harm or injury against any group or individual,
or promote any act of cruelty to animals. This may include, but
is not limited to, providing instructions on how to assemble bombs,
grenades and other weapons, and creating "crush" sites.
- use your project hosting site (or directory) as storage for
remote loading or as a door or signpost to another home page,
whether inside or beyond the Site.
You also agree to not use the Site to engage in commercial activities
without enrolling in Project Navigator-approved affiliate programs.
This includes, but is not limited to, the following activities:
- offering for sale any products or services.
- soliciting for advertisers or sponsors.
- conducting raffles or contests that require any type of entry
fee.
- displaying a sponsorship banner of any kind.
- displaying banners for services that provide cash or cash-equivalent
prizes to users in exchange for hyperlinks to their websites.
C. Unsolicited Information. Project Navigator does
not want to receive unsolicited information from you through the Site
for the purpose of communicating to Project Navigator (the company)
any ideas or other information, including, but not limited to product
or service suggestions or enhancements, product or service names,
advertising campaigns or marketing plans, technology or material,
business methods, or any similar information. Project Navigator maintains
this policy to prevent misunderstandings or disputes in the event
it develops products or services that may seem similar to an unsolicited
proposal. Any non-personal unsolicited information or material sent
to Project Navigator will be deemed NOT confidential, and by sending
such unsolicited information you hereby grant Project Navigator an
unrestricted, irrevocable license to use, reproduce, display, perform,
modify, transmit, and distribute those materials or information, and
you also agree that Project Navigator is free to use any ideas, concepts,
know-how, or techniques that you send to us for any purpose. Personal
information, such as names, address, telephone numbers, etc., will
remain subject to Project Navigator's Privacy Policy.
D. Use of Materials and Services. Except as otherwise
indicated elsewhere on this Site, you may view, download, and print
the Materials available on this Site, and utilize the Services, subject
to the following conditions:
- The Terms of Use, any additional terms or end user license agreements
that accompanies or is included with such Materials, or that are
set out below, govern use of the Materials.
- Certain portions of the Site are only available to individuals
or entities who have become registered members of this Site as
described in these Terms of Use ("Members") of Site.
To access these portions of the Site You must register as described
in Section 3 hereunder.
- The Materials may be used solely for personal, informational,
and internal purposes.
- Except as expressly permitted, the Materials may not be modified
or altered in any way.
- Except as expressly permitted, no portion of the Materials may
be reproduced in any form or by any means without the prior written
permission of Project Navigator.
- Except as expressly permitted, the Materials may not be distributed,
electronically or otherwise. Members may distribute Materials
to Member's employees, and only to Member’s employees, so
long as all copyright, trademark, and other proprietary rights
notices are included on those copies.
- Except as expressly permitted, You may not store or aggregate
any Materials.
- You may not remove any copyright, trademark or other proprietary
notices contained in Materials.
- Project Navigator reserves the right to revoke the authorization
to view, download, and print the Materials available on this Site
at any time, and any such use shall be discontinued immediately
upon written notice from Project Navigator.
- The rights granted to you constitute a limited license and not
a transfer of title.
- You will not be able to download or install any software and
accompanying documentation (together, the "Software")
that is accompanied by or includes an end-user license agreement
unless you agree to and consent to be bound by the terms of such
end-user license agreement. If you do not agree to and consent
to be bound by such terms, you will not be able to use the Software.
- You may not alter, reverse engineer, translate, disassemble,
decompile, or otherwise attempt to derive source code to the Materials
in whole or in part or otherwise reduce the software portion of
Materials to any human perceivable form or to alter any files
included with copies of the Materials delivered hereunder or to
create any derivative work. Nothing contained in this Terms of
Use shall be interpreted so as to exclude or prejudice the rights
(if any) of any end user expressly permitted to decompile under
applicable law if it is essential to do so in order to achieve
operability of the Materials with another software program, and
you have first requested Project Navigator to provide the information
necessary to achieve such operability and Project Navigator has
not made such information available. Project Navigator has the
right to impose reasonable conditions and to request a reasonable
fee before providing such information. Any information supplied
by Project Navigator or obtained by you, as permitted hereunder,
may not be disclosed to any third party or used to create any
software or files that are substantially similar to the expression
of the Materials. Requests for information should be directed
to Project Navigator.
- The rights specified above to view, download, and print the
Materials available on this Site are not a right to copy the design,
layout, or look and feel of the Site apart from the uses permitted
herein. Elements of this Site are protected by trade dress and
other laws and may not be copied or imitated in whole or in part.
You agree not to use any means to circumvent sign-in, password,
and other protections Project Navigator puts in place to restrict
access to certain parts of the Site.
- You shall use the Site only for the direct benefit of Your internal
business operations, and shall not resell project management,
hosting or any other services on behalf of any third parties.
You may not share, rent, or sublicense any of Your rights under
these Terms of Use to any other party.
3. REGISTRATION AND MEMBER INFORMATION
A. Registration. The services or materials available
to Members may include services provided by Project Navigator and
by third parties ("Associates"). To become a Member of the
Site you must submit a complete Site registration form. By submitting
a registration form, you represent and warrant (a) that you are 18
years of age or over, and (b) you personally are signing up as a Member,
or that you are signing up as a Member on behalf of an entity you
have identified in the registration form and are authorized to sign
for and bind that entity; and (c) the information on the registration
form is current, complete, and accurate. Member must update registration
information to ensure that it continues to be current, complete, and
accurate. Project Navigator reserves the right to accept or reject
Member registrations for the Site. Project Navigator may also display
entity names as part of the registration process to facilitate an
individual registrant affiliation with the correct entity. You consent
to such use.
Upon acceptance of Member's registration form, Project Navigator shall
provide to Member a username and password. Upon Member's receipt of
that username and password, Project Navigator authorizes Member to
access and use the Site subject to the Terms of Use.
B. Use and Protection of Username and Password. You
are responsible for maintaining the confidentiality of your account
username and password. Strong passwords are encouraged. A strong password
is one with upper and lower case letters and numbers. You are responsible
for all uses of your account, whether or not actually or expressly
authorized by you. If there is a breach of the confidentiality of
a username or password assigned to Member, or any breach of security
through Member's account, then Member shall notify Project Navigator
immediately by contacting Project Navigator at info@projectnavigator.com.
C. Consent to Aggregate Use of Member Information.
In order to make various features and functions of Services and Materials
available to Members, Project Navigator may collect information about
Member and Member's use of the Site, including the information identified
in Project Navigator's Privacy Policy ("Member Information").
All Member Information is stored on servers located in the United
States and is subject to Project Navigator's Privacy Policy. Member
acknowledges and agrees that Project Navigator's collection and use
of Member Information as set forth in the Privacy Policy, and Project
Navigator's operation and provision of the Site, as contemplated under
this Terms of Use Agreement, is not a breach of Member's right of
privacy, publicity, or any other right related to protection of personal
data, whether in equity, law, contract, or otherwise. Member hereby
waives any and all such claims or rights of action, whether foreseen
or unforeseen, so long as the Member Information is collected, stored,
and used in accordance with Project Navigator's Privacy Policy, or
in the case of Members making use of Materials or Services provided
by Project Navigator Associates, the privacy policy of such Associate.
4. RELIABILITY OF MATERIALS AND SERVICES
Materials and Services available on or through the Site are routinely
updated, and Project Navigator uses commercially reasonable efforts
to ensure that such information is reliable and that Services are
available. However, Member understands and acknowledges that Project
Navigator does not control the posting or content of all the Materials,
nor will it verify the timeliness or content of Materials. Project
Navigator expressly disclaims any responsibility or liability for
any third-party Materials or Services on the Site, or any third-party
information or services available through a link from the Site.
Project Navigator may establish general practices and limits on the
use of any Service, including, but not limited to, limits on retention
time, file size, and storage space for Member Content. Project Navigator
shall have no liability or responsibility for the deletion or failure
to store any information or materials in connection with any Service.
5. MEMBER CONTENT
A. Member Obligations and Warranties. Certain Services
offered on the Site accommodate or require submission or placement
of information, materials, documents by Members ("Member Content").
By submitting Member Content to the Site, you incur the following
obligations and make the following warranties to Project Navigator:
- Member shall obtain any and all licenses to, or releases of
intellectual or proprietary rights in or to the Member Content
before delivery to the Site.
- Member warrants that Member Content will not contain content
that contains viruses or other contaminating or destructive features,
nor violates the Acceptable Use Policy set forth herein.
B. License for Member Content. By submitting Member
Content to the Site, you will grant Project Navigator the following
licenses:
1. For Member Content including, but not limited to, documents, files,
images or other material stored on the Site in a project workspace,
you hereby grant Project Navigator a worldwide, royalty-free, non-exclusive
license to reproduce and modify, for purposes of formatting, maintenance,
or Site administration only, such Member Content. This license will
remain in effect until such Member Content is removed from the Site.
2. For Member Content such as comments to the Project Navigator user
forums, bug reports, piracy reports, or product suggestions, you grant
Project Navigator an unrestricted, worldwide, irrevocable license
to use, reproduce, display, perform, modify, transmit, and distribute
such Member Content, and you also agree that Project Navigator is
free to use any ideas, concepts, know-how, or techniques that you
submit to the Site for any purpose other than storage in the project
workspace area. By virtue of these licenses, Project Navigator only
obtains the rights set out in the license grants and does not obtain
any additional right, title, or interest to any copyright, patent,
trademark, or other intellectual property right in or to the Member
Content. Except to the extent your name or identity is disclosed by
or through the configuration of your internet browser or e-mail software
or other systems used by you during any submissions to or participation
in user groups, user forums, chat rooms, or similar services, Project
Navigator will not release your name or otherwise publicize the fact
that you submitted such Member Content to the Site unless: (a) you
grant Project Navigator permission to do so; (b) the Member Content
itself discloses your name or identity; (c) Project Navigator first
notifies you that the Member Content you submit to a particular part
of the Site will be published or otherwise used with your name on
it; (d) the Member Content you submit has become the subject of a
claim that, if true, would constitute a breach of your warranties
set for herein; or (e) Project Navigator is required to do so by law.
C. Use of Member Content. By using the Site, you
acknowledge that: (i) Project Navigator may not pre-screen Member
Content and, as such, Project Navigator does not guarantee the accuracy,
integrity, or quality of such Member Content; (ii) you will evaluate,
and bear all risks associated with, the use of any Member Content,
including any reliance on the accuracy, completeness, or usefulness
of such Member Content; (iii) you may be exposed to content that is
indecent, offensive, or otherwise objectionable; and (iv) under no
circumstances will Project Navigator be liable in any way for any
Member Content, including, but not limited to, any errors or omissions
in any Member Content, or for any loss or damages or any kind incurred
as a result of the use of any Member Content.
D. Storage of Member Content. All of Project Navigator's
servers are located in the United States. All Member Content submitted
to Project Navigator and stored on any part of the Site shall be on
servers or other storage media in the United States subject to the
Terms of Use and the Privacy Policy. Members submitting Member Content
from any place outside the United States acknowledge that such storage
facilities may not comply with any laws, rules or regulations of the
jurisdiction from which the Member transmits such Member Content and,
to the maximum extent permitted by law, Member waives any right or
defense arising from such non-compliance.
E. Protection of Member Content. Project Navigator
uses commercially accepted industry standards and practices to backup
and protect Member Content. Member Content is regularly backed up
onto tapes and firewire drives. Backup tapes and firewire drives are
stored in a secure, offsite location. Notwithstanding the foregoing,
Project Navigator makes no warranties or representations regarding
its backup practices, and does not warrant that it will be able to
restore all lost data. Project Navigator recommends that Members perform
regular backups and take other appropriate measures to copy and protect
their own data that may be lost in the event of a catastrophe.
F. Right to Remove or Disable Access. If Project
Navigator is made aware of Member Content that may be (i) libelous,
obscene, excessively violent, scandalous, defamatory, or that Project
Navigator determines in its sole discretion to be otherwise unacceptable,
undesirable, or objectionable, (ii) a violation of any law, regulation,
or rights of a third party, including, but not limited to, rights
under the copyright law and prohibitions on libel, slander, and invasion
of privacy, or (iii) a violation of the Acceptable Use Policy set
forth herein, Project Navigator has the right, but not the obligation,
to remove or disable access to that Member Content. For Member Content
that Member reasonably deems to be in violation of law, Project Navigator
shall remove such Member Content pursuant to Project Navigator's Copyright
Policy herein.
G. Confidentiality and Ownership. Project Navigator
understands that Member Content placed in an area of the Site that
is subject to password protection controlled by a Member may contain
information that a Member regards as confidential and proprietary.
Although Project Navigator may have access to those areas for Site
administration purposes, Project Navigator regards such information
as the confidential information of Member. Project Navigator agrees
that it shall treat all Member Content in such areas with the same
degree of care as it accords to its own confidential information of
a similar nature, but in no event less than reasonable care. Any and
all confidential information placed by Member in an area of the Site
subject to password protection controlled by a Member shall remain
the property of Member or its licensors, and Project Navigator does
not acquire any ownership interest in Member Content or any patent,
copyright, trademark or other intellectual property right by the presence
of Member Content on the Site.
6. TRYOUT PRODUCTS AND TRIAL AGREEMENTS
Some products or services available on or from the Site may be tryout
versions of products or products or services subject to a limited
trial period. To the extent that any provision of this paragraph conflicts
with any other provision of the Terms of Use, this paragraph shall
supercede such other terms with respect to the tryout or trial versions,
but only to the extent necessary to resolve any conflict in terms.
THE TRYOUT TRIAL VERSIONS OF PRODUCTS OR SERVICES MAY HAVE LIMITED
FUNCTIONALITY AND/OR FUNCTION FOR A LIMITED PERIOD OF TIME AND SUCH
VERSIONS ARE OFFERED ON AN "AS IS" BASIS AND SOLEY FOR DEMONSTRATION
PURPOSES. If the product or service is offered for a limited time,
then such product or service will terminate operation after a designated
period of time (i.e. 10, 15, 30, or 60 days) following installation
or commencement of service as specified in the appropriate license
or service terms ("Time Out Date"). Upon the Time Out Date,
the license or service agreement for such tryout or trial version
will terminate and all rights to use the product or service will cease
unless and until any fees or charges for the commercial version of
such product or service is received by Project Navigator. After the
Time Out Date any files, documents or other material created with
such product or service, or stored on the Site and accessible as part
of such tryout or trial version shall no longer be accessible and
any risk of loss for all work created or material stored shall be
borne solely by the Member or user.
7. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Project Navigator is committed to respecting the intellectual property
rights of others, and we expect our users to do the same. Project
Navigator, in its sole discretion, may terminate the accounts or access
rights of users who violate others' intellectual property rights.
If you believe that your work has been copied in a way that constitutes
copyright infringement on our website, please provide the following
information to Project Navigator:
- An electronic or physical signature of the person authorized
to act on behalf of the copyright owner;
- A description of the copyrighted work that you claim has been
infringed;
- A description of where the material that you claim is infringing
is located on our website;
- Your address, telephone number, and email address so that we
can contact you;
- A statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent,
or the law; and
- A statement by you, made under penalty of perjury, that the
information in your notice to us is accurate and that you are
the copyright owner or authorized to act on the copyright owner's
behalf.
You may deliver this information by sending an e-mail to info@projectnavigator.com
or by mail at:
Project Navigator, Ltd.
Attn: Ian A. Webster
One Pointe Drive, Suite 320
Brea, California 92821
8. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
Members use of the Site for the solicitation of quotes, placement
of purchase orders or similar documentation, and purchase of goods
or services (collectively "Supplies") provided by third
parties are subject to this Terms of Use Agreement. Members understand
and acknowledge that Project Navigator does not sell Supplies and
is not an agent or representative of either buyers or sellers. Rather,
Project Navigator provides a platform whereby the buyer and seller
may communicate, display information about seller's products or services
(i.e.: prices, quotes, availability of Supplies, delivery dates, and
related information), and place orders for Supplies. To the maximum
extent permitted by law, Member waives any and all rights it may have
against Project Navigator arising out of any purchase, sale, or other
transaction Member enters into with any third party through the Site.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED
BY AUTHORIZED REPRESENTATIVES OF YOU AND PROJECT NAVIGATOR, ALL MATERIALS
AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" AND "AS
AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, PROJECT NAVIGATOR MAKES NO WARRANTY
THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii)
THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED
OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND
(v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE CORRECTED.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST,
SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE,
ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED
TO NINETY (90) DAYS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES,
OR TYPOGRAPHICAL ERRORS. PROJECT NAVIGATOR MAY MAKE CHANGES TO THE
MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS
OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS
OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND PROJECT NAVIGATOR
MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
PROJECT NAVIGATOR ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS
IN THE MATERIALS AND/OR SERVICES OR FOR INFORMATION, MATERIALS, OR
SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS
SITE, INCLUDING THOSE OF PROJECT NAVIGATOR'S ASSOCIATES. REFERENCES
TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS
IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED.
IN NO EVENT SHALL PROJECT NAVIGATOR OR ITS LICENSORS OR ASSOCIATES
OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL,
PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND,
OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT PROJECT NAVIGATOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY
OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS
SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING
THOSE OF PROJECT NAVIGATOR'S ASSOCIATES. SOME JURISDICTIONS PROHIBIT
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF
ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND
RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM PROJECT NAVIGATOR OR THROUGH OR FROM THE SITE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.
IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN
NO EVENT WILL PROJECT NAVIGATOR'S LIABILITY FOR THE SUBJECT MATTER
OF THIS AGREEMENT EXCEED TEN THOUSAND U.S. DOLLARS.
MEMBERS ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS
OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION
FOR PROJECT NAVIGATOR ENTERING INTO THIS AGREEMENT.
This Site can be accessed from other countries around the world and
may contain references to Project Navigator products, services, and
programs that have not been announced in your country. These references
do not imply that Project Navigator intends to announce such products,
services, or programs in your country.
9. TERM AND TERMINATION
This Agreement is effective as of the date you make use of the Site,
or, in the case of Materials and Services accessible only to Members,
the date a Member receives a username or password authorizing access
to the Site, and continues in force and effect until terminated in
accordance with this Section or, in the case of a user that has not
become a Member, immediately upon such users breach of any of the
Terms of Use. Project Navigator may terminate this Agreement effective
upon written (or emailed) notice to Member if Member materially breaches
any of the terms or conditions of the Terms or Use that is not cured
within ten (10) days after notice from Project Navigator. Project
Navigator reserves the right to suspend access to and use of the Site
pending cure of a Member's breach. In addition, Project Navigator
or a Member may terminate this Agreement, for any reason or for no
reason, upon thirty (30) days notice to the other.
Termination is in addition to all other legal or equitable remedies
available to either party. Upon termination of this Agreement for
any reason, Member shall cease to access or to use any information
obtained through the Site.
The limitations and disclaimers of warranties, and the indemnity obligations
of Members, and the provisions of governing law, jurisdiction and
venue, shall survive the Termination of this Agreement.
10. INDEMNITY
At Project Navigator's option and request, Member shall, at its own
expense, indemnify, defend, and hold Project Navigator and its subsidiaries,
affiliates, officers, employees, agents, co-branders, associates,
suppliers, or other partners harmless from and against any losses,
costs, damages, liabilities, and expenses (including reasonable attorneys'
fees), arising out of or related to a third-party claim, action or
allegation (a) related in any way to a transaction or dispute between
Member and any third party, (b) based on or caused by unauthorized
access to the Site through Member's account, (c) is based on facts
or alleged facts that would constitute a breach of any of Member's
representations, warranties, or covenants under this Agreement, or
(d) arising out of a request for Project Navigator to remove or disable
access to any Member Content in or on the Site. Member shall not enter
into a settlement of the foregoing without Project Navigator's prior
written consent, and shall not incur expenses and fees in defending
the above claims, actions, or allegations without prior approval from
Project Navigator.
11. ENTIRE AGREEMENT
This Terms of Use Agreement constitutes the entire agreement between
you and Project Navigator with respect to the Site and supersedes
all prior agreements or previous discussions (written or oral) between
you and Project Navigator. This Agreement may be modified only by
a signed agreement, or as follows: Project Navigator may modify this
Agreement by posting the new terms and conditions in the same location
the previous terms and conditions were posted. If Member continues
to use the Materials, Services, or Site, then Member will be considered
to have accepted the modifications.
12. GENERAL PROVISIONS
A. Waiver. Project Navigator's failure to enforce
any provision of this Agreement will not be construed as a waiver
of any provision or right. In the event that a portion of this Agreement
is held unenforceable, the unenforceable portion will be construed
in accordance with applicable law as nearly as possible to reflect
the original intentions of the parties, and the remainder of the provisions
will remain in full force and effect. Waiver by either party of a
breach of any provision of this Agreement or the failure by either
party to exercise any right hereunder shall not operate or be construed
as a waiver of any subsequent breach of that right or as a waiver
of any other right.
B. Force Majeure. Project Navigator will not be liable
in any amount for failure to perform any obligation under this Agreement
if such failure is caused by the occurrence of cause beyond the reasonable
control of Project Navigator including, without limitation, outages
of the Internet or connections thereto, communications outages, earthquake,
fire, flood, war, or act of God; or any acts of governmental bodies
or authorities.
C. Governing Law, Jurisdiction and Venue. This Site
(excluding linked sites) is controlled by Project Navigator from its
offices within the state of California, United States of America.
By accessing this Site, you and Project Navigator agree that the statutes
and laws of the State of California, without regard to the conflicts
of laws principles thereof, shall govern all matters relating to your
access to, or use of, this Site and any Materials or Services. You
and Project Navigator specifically disclaim the U.N. Convention on
Contracts for the International Sale of Goods. No choice of law rules
of any jurisdiction apply. You and Project Navigator agree to submit
to the personal and exclusive jurisdiction and venue of the courts
located within the counties of Orange, or Los Angeles, California.
Project Navigator makes no representation that Materials or Services
available on this Site are appropriate or available for use in other
locations, and accessing them from territories where their contents
are illegal is prohibited. Those who choose to access this Site from
other locations do so on their own initiative and are responsible
for compliance with local laws.
13. LINKS TO OTHER INTERNET WEBSITES
This Site contains links to third-party websites that are not under
the control of Project Navigator. Project Navigator makes no representations
whatsoever about any other website to which you may have access through
this Site, including the websites of Project Navigator Associates.
When you access a non-Project Navigator website, you do so at your
own risk and Project Navigator is not responsible for the accuracy
or reliability of any information, data, opinions, advice, or statements
made on these sites; or for the quality of any products or services
available on such sites; or for any damage or loss caused or alleged
to be caused through or in connection with use of or reliance on the
content, goods, or services available on or through any such link,
site, or resource. Project Navigator provides these links merely as
a convenience and the inclusion of such links does not imply that
Project Navigator endorses or accepts any responsibility for the content
or uses of such websites.
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