TERMS AND CONDITIONS
Effective February 11, 2015
1. ACCEPTANCE OF TERMS
PLEASE REVIEW THE TOU CAREFULLY. BY ACCESSING OR OTHERWISE USING THE SITE OR ANY OF ITS COMPONENTS, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TOU, DO NOT ACCESS OR USE THE SITE.
3. GRANT OF RIGHTS
Subject to your compliance with the TOU in all material respects, SME grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and view pages from the Site for your personal, non-commercial use only; and (ii) print a reasonable number of such pages for your personal, non-commercial use only. Your access to and use of the Site must further comply in all material respects with any usage guidelines posted by SME.
4. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that SME and its licensors own all rights, title and interest in the Site and all materials within the Site, including, but not limited to, all information, data, text, software, music, sounds, photographs, graphics, videos, messages, scripts, tags and/or other materials accessible through the Site (“Content”). Except as expressly permitted by the TOU, you may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or (iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Site or any products or services offered by SME. SME reserves all rights not expressly granted to you.
(b)The SCOTT-MACON EQUIPMENT name and logo are trademarks of SME or its affiliates (“SME Marks”). The absence of any name or logo from this list does not constitute a waiver of any intellectual property rights that SME or its affiliates may have established in such name or logo. You may not display or use in any manner any SME Mark without SME’s prior written consent.
(c)If you elect to provide or make available to SME any comments, content, ideas, suggestions, improvements or other materials through the Site (“Submissions”), SME shall be free to use, distribute, reproduce, make, have made, lease, sell, offer to sell, import, practice, modify, adapt, create derivative works from, publicly perform and publicly display your Submission in any manner, without credit or compensation to you.
5. USER CONDUCT
In connection with your access to or use of the Site, you shall not: (a) engage in any activity that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, defamatory, invasive of another’s privacy, hateful or otherwise objectionable, or that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (b) impersonate any person or entity, including, but not limited to, SME personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity; (c) act in any manner that negatively affects the ability of other users to access or use the Site; (d) take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure; (e) 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; (f) use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site; (g) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site; or (h) violate any applicable local, state, provincial, federal, national or international law or regulation.
6. NO ADVICE
All Content is provided for informational purposes only. By no means is any Content intended to substitute for the advice that may be provided to you by a professional. If you need specific advice (e.g., engineering, scientific, risk management), please seek a professional who is licensed or knowledgeable in that area. You are solely responsible for selecting the appropriate equipment for your needs.
7. LINKS AND EXTERNAL MATERIALS
(a) The Site may reference or provide links to specifications, manuals and other related materials on other websites (“Specifications”). SME provides Specifications for informational purposes only. You acknowledge and agree that you are solely responsible for: (i) assessing the accuracy and appropriateness of Specifications; and (ii) any results that arise from your use of or reliance on Specifications.
(b) The Site may reference or provide links to other websites or resources (including, but not limited to, Specifications). You acknowledge and agree that SME does not endorse and is not responsible for any content, advertising, goods, services or other materials on or available through such sites or resources (“External Materials”). To the extent that you enter into any dealings involving External Materials or the parties providing them, such dealings are solely between you and such parties. External Materials and the parties providing them are subject to different terms and conditions, privacy policies and other legal terms, which you are responsible for reviewing and understanding.
(c) You acknowledge and agree that SME shall not be liable for any loss or damage of any kind caused by or arising from access to, use of, reliance on or dealings with any External Materials or the parties providing them.
8. MODIFICATIONS TO THE SITE
SME reserves the right at any time to modify or discontinue, temporarily or permanently, the Site (or any portion thereof) with or without notice. You agree that SME shall not be liable for any modification, suspension or discontinuance of the Site (or any portion thereof).
9. TERMINATION AND SURVIVAL
In the event that you violate the TOU, all rights granted to you under the TOU shall terminate immediately, with or without notice. The provisions of the TOU that should by their nature survive termination of the TOU shall survive such termination.
You agree to indemnify and hold SME and its parents, subsidiaries and affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “SME Parties”), harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of your: (a) access to or use of the Site; (b) violation of the TOU or any law or regulation; or (c) violation of any rights of another party.
11. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SME PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
(b) THE SME PARTIES MAKE NO WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ANY CONTENT WILL BE ACCURATE, COMPLETE, TIMELY OR RELIABLE.
(c)ANYTHING OBTAINED THROUGH THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, AND THOSE OF OTHERS, THAT RESULTS FROM YOUR USE OF ANY SUCH MATERIAL, EVEN IF SUCH DAMAGE RESULTS FROM ANY NEGLIGENT ACT OR OMISSION OF SME.
12. LIMITATION OF LIABILITY
(a) YOU ACKNOWLEDGE AND AGREE THAT THE SME PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE SME PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
(b) YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE, YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, INCOMPLETE OR UNRELIABLE. UNDER NO CIRCUMSTANCES SHALL THE SME PARTIES BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, OR ANY LOSS OR DAMAGE OF ANY KIND ARISING FROM ACCESS TO OR USE OF THE SITE OR ANY CONTENT.
(c) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
13. GOVERNING LAW
The TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of New York, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
14. GOVERNING LAW
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU, SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in Houston, Texas or the city within the United States in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS (HOUSTON DIVISION) OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN A COURT OF COMPETENT JURISDICTION IN HARRIS COUNTY, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and SME may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
15. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.
16. GENERAL PROVISIONS
The TOU constitutes the entire agreement between you and SME concerning your access to and use of the Site. It supersedes all prior or contemporaneous oral or written negotiations and agreements between you and SME with respect to such subject matter. The failure of SME to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU.