1. Acceptance of the Terms and Conditions.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the "Terms & Conditions" link on the Website. The revised Terms and Conditions will become effective at the time of posting. If any change to this Agreement is not acceptable, your sole remedy is to terminate your registration. Any use of the Website after such Effective Date shall constitute acceptance by you of such revised Terms and Conditions.
2. Use of the Website.
2.1 This Website contains and/or makes available for download material, such as software, text, graphics, images, works of authorship and other material (collectively referred to as the "Content"). The Content may be owned by us or may be provided through an arrangement we have with others. The Content is protected by copyright under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited.If you violate any part of this Agreement, your permission to access and/or use the Content and Website automatically terminates and you must immediately destroy any copies you have made of the Content.
2.2 The trademarks, service marks and logos of the Company (the "Company Trademarks") used and displayed on this Website are registered and unregistered trademarks or service marks of the Company. Other company, product and service names located on the Website may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with the Company Trademarks, the "Trademarks"). Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website, without the prior written permission of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by the Company in writing. All goodwill generated from the use of any Company Trademark inures to our benefit.
2.3 The Website contains links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
3. Limit of Liability and Warranty.
3.1 THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, THE "COMPANY PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK.THE WEBSITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
3.2 IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the Company Parties, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Website. The Company shall provide notice to you of any such claim, suit or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company's defense of such matter.
5. Termination of the Agreement.
5.1 Termination. The Company reserves the right, in its sole discretion, to restrict, suspend or terminate this Agreement and your access to all or any part of the Website or the Content, at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend or discontinue all or any part of the Websi?e or the Content at any time without prior notice or liability.
5.2 Survival. If this Agreement is terminated, Sections 2, 3, 4, 5, 6 and 8 shall survive the termination of this Agreement.
6. No Framing.
Elements of the Website are protected by trade dress, trademark, unfair competition and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except where allowed in Section 2. None of the Content for this Website may be retransmitted without express written consent from us for each and every instance.
7. User Must Comply with Applicable Laws.
This Website is based in Boston, Massachusetts. We make no claims concerning whether the Content may be downloaded, viewed or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees and sublicensees.