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Please read this Agreement carefully as it governs your use of the Services. If you do not agree to all of the terms of this Agreement, you will not be able to use the Services.
By clicking on the “Sign In” button, you acknowledge that you have agreed to all of the terms of this Agreement and that you have agreed to become a party to, and legally bound by, this Agreement. If you do not agree to all of the terms of this Agreement, click on the “Cancel” button. You will not be able to use the Services if you click on the “Cancel” button.
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- Grant of License, Restrictions and Ownership. Company hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, world-wide license to use the Services for internal business purposes only subject to the restrictions in this Agreement. Company reserves any rights not expressly granted herein. You may not: (a) copy the Services or any software or programming related thereto; (b) permit other individuals or companies to use the Services; (c) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Services or any software or programming related thereto; (d) rent, lease, transfer, resell and/or or otherwise transfer rights to the Services; or (e) delete or write over any portion of any software relating in any manner to the Services. You also agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the Services without notice. The Services and Site (including any modifications or derivative works thereof) are owned exclusively by the Company.
- Modification or Termination of Services. Company may, in its sole discretion and at any time, modify or discontinue the Services, or any part thereof. This Agreement may be terminated by any party immediately for any reason or no reason. Upon any termination of this Agreement, you shall immediately discontinue use of the Services. Sections 2, 3, 4 and 5 shall survive the termination, cancellation, or discontinuance of this Agreement.
- Confidentiality. You will receive a user name and password that will allow you to access the Services. Your user name and password are for your use only. Your user name and password along with any and all information, including but not limited to pricing information, received by you through the Services and the Site (the "Confidential Information") are strictly confidential and shall be considered proprietary to the Company. You agree to take all necessary steps to maintain the confidentiality of the Confidential Information. You are fully responsible for all activities that occur under your user name and password. You agree to immediately notify Company of any unauthorized use of your password or account, any other breach of your obligations under this Section 3, or any other breach of security.
- Disclaimer of Warranties/Limitation of Liability/Indemnity. The Services are provided on an “as is” and “as available” basis, and Company, its parents, subsidiaries, affiliates, officers and employees, assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any of your communications, data, or personalization settings. Neither Company, nor its parents, subsidiaries, affiliates, officers and employees, shall be liable for any indirect, incidental, special or consequential damages, resulting from or concerning the use or the inability to use the Services or your failure to comply with this Agreement, including but not limited to, damages for loss of profits, use, data or other intangibles, even if advised of the possibility of such damages. Except for your indemnification obligations herein, in no event shall the total and aggregate liability of any party under this Agreement for any cause of action or reason whatsoever exceed $5.00. Your sole and exclusive remedy under this Agreement is to discontinue the use of the Services. The liability of any party under this Agreement shall be cumulative and not per incident. You agree to immediately notify Company of and indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, (including the unauthorized use of your account or any other breach of security known to you), or the violation of this Agreement by you.
- General. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee notwithstanding any conflict of laws provisions. Any dispute arising from, relating to or concerning this Agreement shall be brought exclusively in the state and federal courts located in the State of Tennessee. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. This Agreement may not be assigned in any manner by you without the express, prior written permission of the Company. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (b) one (1) day after deposit with a commercial express courier specifying next day delivery. All communications shall be sent to the last known physical addresses of each party.