AGREEMENT
BETWEEN CUSTOMER AND COVENDIS, INC.
This Web site
is offered to you, the customer, conditioned on your acceptance without
modification of the terms, conditions, and notices contained herein. Your use
of this Web site constitutes your agreement to all such terms, conditions, and
notices.
USE LIMITATION
This Web site
is for your commercial use, i.e. to complete services transactions. You may not
modify, copy, distribute, transmit, display, perform,
reproduce, publish, license, create derivative works from, transfer, or sell
any information, software, products, or services obtained from this Web site.
COPYRIGHT AND
TRADEMARK NOTICES
All contents
of this Web site are: ©2001 COVENDIS TECHNOLOGIES, Inc., 3500 Parkway Lane,
Other product
and company names mentioned herein may be the trademarks of their respective
owners.
CONFIDENTIAL
INFORMATION
As used in
this Agreement, the term “Confidential Information” shall mean all content,
systems, and data accessed on and through this Web site, including but not
limited to Covendis’ business plans, strategies, forecasts, market research and
analyses, concepts, ideas, customer and supplier information, system designs,
software algorithms, screens, reports, features, technical data, know-how and
documentation, and excluding any content generally available to the public or
independently developed as shown by competent documentary evidence.
You agree to
keep all Confidential Information in strict confidence and shall not disclose
to any third party in any manner whatsoever any Confidential Information, in
whole or in part, without the prior written consent of Covendis, which may be
granted or withheld in Covendis’ sole discretion. You agree to protect the
Confidential Information using at least the same standard of care that you use
in protecting your own confidential and trade secret information, but in no
event shall you use less than a reasonable standard of care. You agree not copy, reprint, duplicate or
recreate, communicate, and transfer, in whole or in part, the Confidential
Information without the Company’s prior written consent, except within the use
limitations as described herein.
You agree that
these Confidential Information obligations shall remain in effect at least from
the first time this Web site is accessed by you, through a period no less than
five (5) years from the date this Web site was last accessed by you.
LIABILITY
DISCLAIMER
THE
INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THIS WEB SITE MAY
INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO
THE INFORMATION HEREIN. COVENDIS, INC., ITS AFFILIATES, AND/OR THEIR RESPECTIVE
SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES ON THIS WEB SITE AT ANY TIME.
COVENDIS
TECHNOLOGIES, INC., ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAKE NO
REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS,
AND SERVICES CONTAINED ON THIS WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION,
SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. COVENDIS TECHNOLOGIES, INC., ITS AFFILIATES, AND/OR THEIR
RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD
TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL COVENDIS TECHNOLOGIES, INC., ITS
AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF,
OR IN ANY WAY CONNECTED WITH, THE USE OF THIS WEB SITE OR WITH THE DELAY OR
INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND
SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF
THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE,
EVEN IF COVENDIS TECHNOLOGIES, INC., ITS AFFILIATES, AND/OR THEIR RESPECTIVE
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME
STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NO UNLAWFUL OR
PROHIBITED USE
As a condition
of your use of this Web site, you warrant that you will not use this Web site
for any purpose that is unlawful or prohibited by these terms, conditions, and
notices.
LINKS TO
THIRD-PARTY SITES
This Web site
may contain hyperlinks to Web sites operated by parties other than COVENDIS
TECHNOLOGIES, Inc. Such hyperlinks are provided for your reference only.
COVENDIS TECHNOLOGIES, Inc. does not control such Web sites and is not
responsible for their contents. COVENDIS TECHNOLOGIES, Inc.'s inclusion of
hyperlinks to such Web sites does not imply any endorsement of the material on
such Web sites or any association with their operators.
USE OF
BULLETIN BOARD, CHAT ROOMS, AND OTHER COMMUNICATIONS FORUMS
If this Web
site contains bulletin boards, chat rooms, or other message or communication
facilities (collectively "Forums"), you agree to use the Forums only
to send and receive messages and material that are proper and related to the
particular Forum. By way of example, and not as a limitation, you agree that
when using a Forum, you shall not do any of the following:
Defame, abuse, harass, stalk,
threaten, or otherwise violate the legal rights (such as rights of privacy and
publicity) of others.
Publish, post, distribute, or
disseminate any defamatory, infringing, obscene, indecent, or unlawful material
or information.
Upload files
that contain software or other material protected by intellectual property laws
(or by rights of privacy and publicity) unless you own or control the rights
thereto or have received all necessary consents.
Upload files
that contain viruses, corrupted files, or any other similar software or
programs that may damage the operation of another's computer.
Delete any
author attributions, legal notices, or proprietary designations or labels in
any file that is uploaded.
Falsify the
origin or source of software or other material contained in a file that is
uploaded.
Advertise or
offer to sell any goods or services, or conduct or forward surveys, contests,
or chain letters.
Download any
file—posted by another user of a Forum—that you know, or reasonably should
know, cannot be legally distributed in such manner.
You
acknowledge that all Forums are public and not private communications. Further,
you acknowledge that chats, postings, conferences, and other communications by
other users are not endorsed by COVENDIS TECHNOLOGIES, Inc. or its affiliates,
and such communications shall not be considered reviewed, screened, or approved
by COVENDIS TECHNOLOGIES, Inc. or its affiliates. COVENDIS TECHNOLOGIES, Inc.
reserves the right for any reason to remove, without notice, any contents of
the Forums received from users, including, without limitation, bulletin board
postings. COVENDIS TECHNOLOGIES, Inc. reserves the right to deny in its sole
discretion any user access to this Web site or any portion thereof without
notice.
SOFTWARE
AVAILABLE ON THIS WEB SITE
Any software
that is made available to download from this Web site ("Software") is
the copyrighted work of COVENDIS TECHNOLOGIES, Inc., its affiliates, and/or
their suppliers. Your use of the Software is governed by the terms of the end
user license agreement, if any, which accompanies, or is included with, the
Software ("License Agreement"). You may not install or use any
Software that is accompanied by or includes a License Agreement unless you
first agree to the License Agreement terms.
For any
Software not accompanied by a License Agreement, COVENDIS TECHNOLOGIES, Inc.
hereby grants to you, the user, a personal, nontransferable license to use the
Software for viewing and otherwise using this Web site in accordance with these
terms and conditions and for no other purpose.
Please note
that all Software, including, without limitation, all HTML code and Active X
controls contained on this Web site, is owned by COVENDIS TECHNOLOGIES, Inc.,
its affiliates, and/or their suppliers, and is protected by copyright laws and
international treaty provisions. Any reproduction or redistribution of the
Software is expressly prohibited by law, and may result in severe civil and
criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT
LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER
SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY
PROHIBITED. THE SOFTWARE IS WARRANTEED, IF AT ALL, ONLY ACCORDING TO THE TERMS
OF THE LICENSE AGREEMENT.
You
acknowledge that the Software and any accompanying documentation and/or
technical information are subject to applicable export control laws and
regulations of the
MODIFICATION
OF THESE TERMS AND CONDITIONS
COVENDIS
TECHNOLOGIES, Inc. reserves the right to change the terms, conditions, and
notices under which this Web site is offered.
GENERAL
This agreement
is governed by the laws of the State of
You agree that
no joint venture, partnership, employment, or agency relationship exists
between you and COVENDIS TECHNOLOGIES, Inc. as a result of this agreement or
use of this Web site.
COVENDIS
TECHNOLOGIES, Inc.'s performance of this agreement is subject to existing laws
and legal process, and nothing contained in this agreement is in derogation of
COVENDIS TECHNOLOGIES, Inc.'s right to comply with law enforcement requests or
requirements relating to your use of this Web site or information provided to
or gathered by COVENDIS TECHNOLOGIES, Inc. with respect to such use.
If any part of
this agreement is determined to be invalid or unenforceable pursuant to
applicable law including, but not limited to, the warranty disclaimers and
liability limitations set forth above, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that most
closely matches the intent of the original provision and the remainder of the
agreement shall continue in effect.
This agreement
constitutes the entire agreement between the customer and COVENDIS
TECHNOLOGIES, Inc. with respect to this Web site and it supersedes all prior or
contemporaneous communications and proposals, whether electronic, oral, or
written, between the customer and COVENDIS TECHNOLOGIES, Inc. with respect to
this Web site. A printed version of this agreement and of any notice given in
electronic form shall be admissible in judicial or administrative proceedings
based upon or relating to this agreement to the same extent and subject to the
same conditions as other business documents and records originally generated
and maintained in printed form.
Fictitious
names of companies, products, people, characters, and/or data mentioned herein
are not intended to represent any real individual, company, product, or event.
Any rights not
expressly granted herein are reserved.