1. Company’s Control Over Website.
(a) Company has the right, but not the obligation, to monitor the use of the Website and its content.
(b) Company reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Amendments to the Agreement will take effect immediately upon being posted to the Website, and Your continued use of the Website constitutes Your acceptance thereof.
(c) Company may change, suspend or discontinue any aspect of the Website at any time. Company may also impose limits on certain features and services or restrict Your access to parts or all of the Website without notice or liability.
2. Intellectual Property Rights.
(a) The Website is protected by copyright under United States copyright laws. The Nichino trademark, product names, logo, slogans, and other distinctive designs are owned by Company, are protected by applicable law, and may not be copied or used without Company’s prior written consent. All materials contained within the Website (the “Content”) are protected by copyright and are owned or controlled by Company and or its licensors. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website.
(b) You may download, make copies of, or otherwise reproduce the Content and other downloadable items displayed on the Website for personal, noncommercial use only, provided that You maintain all copyright and other notices contained in such Content. Copying, otherwise reproducing, or storing of any Content for other than Your personal, noncommercial use is expressly prohibited without the prior written consent of the Company.
4. Idea Submission Policy and Your Communications to Nichino.
5. Your Covenants.
(a) You represent that You shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which: are unlawful, violate or infringe the rights of third parties, or contain any viruses, worms, or other components that are intended to cause damage or expropriate any system, data or personal information.
(b) You further promise not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website. You may not link to the Website in any manner that would bypass Company’s home page. You may not “frame” the Website or any portion thereof.
6. Your Acknowledgments.
(b) You acknowledge that transmissions to and from this Website may be read or intercepted by third parties.
(c) You acknowledge that Company does not attempt to review, edit, modify, regulate or control the content of any sites that are linked to the Website and that Company shall not be held responsible or liable for any third party site.
7. Disclaimer of Warranty.
THE INFORMATION PROVIDED WITHIN THE WEBSITE IS PROVIDED “AS IS”. COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON THE WEBSITE OR ITS LINKS AND IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ITS CONTENT. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANYTHING CONTAINED WITHIN THE WEBSITE OR ITS LINKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Limitation of Liability.
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE WEBSITE, RESULTING FROM ANY INFORMATION, GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, RESULTING FROM LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE EXCEED TEN DOLLARS.
You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from Your violation of the terms of this Agreement
Except as explicitly stated otherwise, any notices shall be given by e-mail to www.nichino.net (in the case of Company) or to the e-mail address You provided to Company during Your use of the Website, or such other address as either party may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid.
The Company may, with or without cause, immediately terminate this Agreement, and deny You access to the Website. Without limiting the foregoing, Company has the right to immediately terminate Your right to access the Website in the event that You breach this agreement or engage in conduct that Company, in its sole discretion, considers unacceptable. If this Agreement is terminated, You will no longer be authorized to access the contents of the Website. In the event of termination, the restrictions imposed on You with respect to material downloaded, copied or otherwise reproduced from the Website, the disclaimers and limitations of liabilities and the indemnification set forth in this Agreement, shall survive.
12. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in the federal or state courts located in New Castle County, Delaware.
This Agreement constitutes the entire understanding between Company and You with respect to Your use of the Website. You may not assign this Agreement. If any provision this Agreement shall be deemed 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.