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Primay Innovations Terms Of Use

PRIMARY INNOVATIONS, LLC, PROVIDES THE INFORMATION ON ITS WEBSITE UNDER THE FOLLOWING TERMS AND CONDITIONS. BY USING OR ACCESSING THE SITE, YOU SIGNIFY THAT YOU AGREE TO THE TERMS OF USE AND THAT YOU CONSENT TO THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY. PLEASE READ THIS PAGE CAREFULLY. BY USING THIS SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU SHOULD NOT USE THE SITE.

Ownership of Site; Agreement to Terms and Conditions of Use


The following Terms and Conditions of Use (“Terms of Use”) constitute an agreement between you and Primary Innovations, LLC, and its related, affiliated, parent or subsidiary companies (hereafter collectively referred to as “PI,” “we,” “our,” or “us”). These Terms of Use apply to the websites owned, operated, licensed, and controlled by PI (collectively, the “Site(s)”). When we use the term “Site” below, we also mean, and the term shall include, the “Content” (as defined below) unless the context requires otherwise. “You,” “you,” “Your,” or “your” means you as a user of any of the Sites. This Site is the property of PI.

PI reserves the right at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.

Intellectual Property; Limited Use

This Site, the content, any materials downloaded, and all intellectual property pertaining to or contained on the Site (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks and service marks) are owned by PI or third parties and all right, title and interest therein shall remain the property of PI and/or such third parties (collectively, the “Content”). All Content is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

As long as you comply with these Terms of Use, PI grants you a personal, non-exclusive, non-transferable, non-assignable, non-commercial, revocable limited right to enter and use the Site. You are authorized solely to view and retain a copy of the pages of the Site for your own personal, non-commercial use. You may also view and make copies of relevant documents, pages, images or other materials on this Site for the purpose of transacting business with PI. You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, post on the Internet, or in any way distribute or exploit the Site, or any portion of the Site for any public or commercial use without the express written consent of PI. Additionally, you agree that you will not (i) remove or alter any author, trademark or other proprietary notice or legend displayed on the Site (or printed pages produced from the Site); and (ii) make any other modifications to any documents obtained from the Site other than in connection with completing information required to transact business with PI.

Logos, trademarks, images, etc. are the property of PI unless otherwise noted and may not be copied, used, linked, disseminated, etc. without PI's prior express written approval.

Site Security

As a condition of your use of this Site, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any user of this Site; (iii) probe, scan or test the vulnerability of this Site or the PI network or breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host or network or otherwise attempt to disrupt our business, including, without limitation, via means of submitting a virus, worm, Trojan horse or other malicious or harmful code to this Site or otherwise overloading, “flooding,” “spamming,” “mail bombing” or “crashing” the Site; (v) send unsolicited mail, including promotions and/or advertising of products and services; (vi) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Site; (vii) gain or attempt to gain unauthorized access to the Site or its related systems; (viii) transfer, license, sublicense, lease, loan, sell, resell for profit, distribute or otherwise grant any rights in the Site in any form to any other party; (ix) copy the Site, except as authorized herein; (x) create Internet links to or from the Site, or “frame” or “mirror” any content of the Site; (xi) use “bots,” “crawlers” or other automated methods to “scrape” or copy information and data from the Site; or (xii) copy any features, functions, screens, interfaces or graphics of the Site. Violations of system or network security may result in civil or criminal liability.

Privacy

PI's Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, notwithstanding PI's efforts to protect such transmissions.

Disclaimers

PI DOES NOT PROMISE THAT THE SITE OR ANY OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE MATERIAL IN THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE SITE IS DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. PI CANNOT ENSURE THAT ANY FILES, DOCUMENTS OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. PI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST PI FOR USE OF THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, NEITHER PI, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH, SHALL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF PI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT WITH YOU, PI'S MAXIMUM LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS SITE, OR ITS CONTENT, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO $100.00.

Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity

By using the Site, you agree to defend, indemnify, and hold harmless PI (and our contractors, agents, employees, officers, directors and shareholders) from and against any and all Claims that PI may become obligated to pay arising out of, connected with or resulting from (i) your use of this Site or the Content; (ii) your breach of these Terms of Use; (iii) any breach by you of any applicable law, regulation or rule; or (iv) your Feedback (as defined below), including any claim that your Feedback violates, misappropriates or infringes the intellectual property rights of any third party. PI reserves the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim.

Release

You hereby release PI, our contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all Claims of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Site. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Linking

This Site may contain links to sites maintained by third parties. PI is not responsible for the content or privacy policies of those sites, and the existence of such links should not be considered an endorsement or recommendation of those sites or of any product or service offered on those sites or of any party that is associated with those sites. Please note that other websites and webpages linked to this Site may be governed by separate terms and conditions, including privacy policies. Please refer to the applicable terms and conditions of those web sites and web pages when visiting them. PI assumes no responsibility or liability for any material that may be accessed on other Web sites reached through this Site, nor does PI make any representation regarding the quality of any product or service contained at any such site.

PI prohibits unauthorized links to the Site and the framing of any information contained on the site or any portion of the Site. PI reserves the right to disable any unauthorized links or frames. PI has no responsibility or liability for any material on other Web sites that may contain links to this Site.

Feedback

Subject to any applicable law and the requirements of the Privacy Policy, any communication sent by you via the Sites or otherwise to us (collectively, "Feedback") is on a non-confidential basis, and we are under no obligation to refrain from reproducing, publishing or otherwise using it in any way or for any purpose. We can use the Feedback, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, creating and/or marketing products and services. You agree you will not assert any ownership right of any kind in the Feedback (including without limitation copyright, trademark, unfair competition, moral rights, or implied contract) and you hereby waive the right to receive any financial or other consideration in connection with the Feedback, including without limitation acknowledgment of you as the source of the Feedback. Your submission of any Feedback shall constitute an assignment to us of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Feedback. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. You shall be responsible for the content and information contained in any Feedback sent by you to the Sites or otherwise to us, including without limitation for its truthfulness and accuracy.

Our Confidential Information

You agree that you will not disclose our Confidential Information to any person or entity, other than as necessary to use the products and services provided on the Sites. You will not use or permit the use of any Confidential Information except as necessary in connection with the products and services. You shall use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information, but in no event shall you use less than due diligence and care. "Confidential Information" means all information or material: (i) which is obtained from password protected portions of the Sites or (ii) which (A) is marked "Confidential," "Restricted," or other similar marking, (B) is known by the parties to be considered confidential, or (C) is or should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment.

Electronic Contracting and Notices

Your affirmative act of using any of the Site and/or accessing or registering for the Site constitutes your electronic signature to the Terms of Use and your consent to enter into agreements with us electronically. You also agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Site (collectively, “Notices”). We can send you Notices (i) to the e-mail address that you provided to us, or (ii) by posting the Notice through the Site. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Site. You can retrieve an electronic copy and a printable version of the Terms of Use by clicking on the “Terms of Use” link on the Site. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

You acknowledge and agree that by providing PI with any personally identifiable information through the Site, you consent to the transmission of such personally identifiable information over international borders as necessary for processing in accordance with PI's standard business practices and the Privacy Policy.

Minors

This Site is not directed at children under the age of thirteen (13) and PI does not knowingly collect personal information from any child under the age of thirteen (13) at this Site.

Law and Venue

This Site is located in the State of Texas. These Terms of Use and the relationship between you and PI shall be governed by the laws of the State of Texas without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Tarrant County, Texas, and agree and consent that such courts are the exclusive forum for litigation of any claim or cause of action arising out of or relating to your use of this Site or the Content. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to your use of this Site or the Content must be filed within one year after such claim or cause of action arose or be forever barred.

Potential Disruption of Service

Access to the Site may from time to time be unavailable, delayed, limited or slowed due to, among other things:

  • hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
  • software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
  • overload of system capacities;
  • damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
  • interruption (whether partial or total) of power supplies or other utility of service;
  • strike or other stoppage (whether partial or total) of labor;
  • governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
  • any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of us.



Miscellaneous

Any failure by PI to exercise any rights or enforce any of these Terms of Use shall not constitute a waiver of such rights or terms. If any provision of these Terms of Use or their application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these Terms of Use, or the application of such provision in other circumstances, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by law. These Terms of Use constitute the entire agreement between you and PI with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and PI with respect to such use are hereby superseded and cancelled. PI will not accept any counter-offers to these Terms of Use, and all such offers are hereby rejected.

Access to and use of this Site are subject to all applicable international, federal, state, and local laws and regulations. You agree not to use the Site in any way that violates such laws or regulations.

This Site and its Content are directed to persons residing in the United States. You may not use or export or re-export any portion of this Site or its Content in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

The Terms of Use govern your relationship with us and our licensors. Please note that we may change the Terms of Use at any time to reflect changes in the applicable laws, to address new Content, to account for changing of new technologies, or as we otherwise deem appropriate, by posting a revised version of the Terms of Use on the Site. If you disagree with any changes to the Terms of Use, you may discontinue your use of the Site. Your ongoing use of any of the Site after the changes are posted signifies your agreement to the new or changed terms. We encourage you to review the Terms of Use regularly.

You shall not assign, transfer or sublicense any of its rights or obligations under these Terms of Use. You may not transfer any copies or versions of the Site to any third party. We may assign all or any of our rights or obligations under these Terms of Use.

Copyright © 2009 Primary Innovations, LLC. All rights reserved.