| TERMS AND CONDITIONS
OF USE
Welcome to ConnectSys, Inc.’s RepConnect.com website (the “Site”).
Your use of the Site is contingent upon your acceptance of and compliance
with these Terms and Conditions of Use and our Privacy Policy. These Terms
and Conditions of Use constitute a valid and binding agreement between
ConnectSys, Inc., (“RepConnect”; “us’; “we”)
and you. If you have any questions about these Terms and Conditions of
Use, please call us at 1-800-737-7252 or send us an e-mail at info@repconnect.com.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, WE WILL NOT GRANT
YOU ANY LICENSE OR USE RIGHTS HEREUNDER AND YOU SHOULD EXIT THIS SITE
IMMEDIATELY.
1. INTELLECTUAL PROPERTY
The Site, its content, look-and-feel and functionality and all intellectual
property rights embodied therein, including but not limited to patent
rights, copyrights, trademarks, trade names and service marks, are owned
or licensed by RepConnect and/or its licensors (collectively, the “Intellectual
Property”). These Terms and Conditions of Use do not and shall not
be construed as transferring ownership rights of any description in the
Site or any related Intellectual Property to you or to any Site user,
visitor or other third party. You will not reproduce, republish, sublicense,
distribute, transfer, reverse engineer, decompile, disassemble, modify
or create derivative works from any of the Intellectual Property, nor
will you sell, resell or exploit for any commercial purpose the Site,
any portion thereof or any use thereof or access thereto. We hereby grant
to you a personal, revocable, nontransferable, nonexclusive, limited right
to view and use the Site solely for your personal use.
All of the trademarks, service marks and logos appearing on this Site
are registered and unregistered trademarks of RepConnect and or other
third parties. Nothing contained on the Site or in these Terms and Conditions
of Use should be construed as granting, by implication, estoppel or otherwise,
any license or right to use any of these marks or logos. All rights not
expressly granted to you hereunder are expressly reserved and retained
by RepConnect.
2. NO WARRANTIES;
INDEMNIFICATION; LIMITATION OF LIABILITY
YOUR USE OF THE SITE AND/OR ANY AND ALL SERVICES OR FEATURES ON THE SITE
IS ENTIRELY AT YOUR OWN RISK AND THE SITE AND ALL SERVICES AND FEATURES
ARE PROVIDED "AS IS, WHERE IS” AND WITHOUT ANY WARRANTY OR
CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. REPCONNECT SPECIFICALLY
DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR
A PARTICULAR PURPOSE; ANY WARRANTIES CONCERNING TITLE, NON-INFRINGEMENT,
LACK OF VIRUSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE
PROPERTIES; AND ANY WARRANTIES CONCERNING THE ACCURACY, COMPLETENESS,
RELIABILITY, TIMELINESS OR USEFULNESS OF ANY INFORMATION ON THE SITE.
You shall indemnify,
defend and hold RepConnect harmless from and against any and all claims,
demands, actions, costs, liabilities, losses and damages of any kind (including
attorneys' fees) (collectively, “Damages”) incurred or suffered
by RepConnect as a result of your use of the Site, your breach of any
provision of these Terms and Conditions of Use and/or your acts or omissions.
RepConnect reserves the right to report any malfeasance which comes to
its attention to the appropriate authorities.
Further, you hereby
release RepConnect and its employees, consultants, officers, directors,
shareholders, agents, representatives, advisors, assigns and affiliates
(collectively, the “RepConnect Parties”) from any and all
Damages (actual, consequential and punitive) 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 and/or your use thereof,
excluding only Damages to the extent directly arising out of RepConnect’s
gross negligence or misconduct. To the fullest possible extent permitted
by law, you waive the provisions of any applicable state law limiting
or prohibiting a general release. IF YOU ARE A CALIFORNIA RESIDENT, YOU
EXPRESSLY WAIVE CALIFORNIA CODE SECTION 1542, WHICH PROVIDES THAT: “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 EFFECTED HIS SETTLEMENT WITH
THE DEBTOR.” In no event will RepConnect’s total cumulative
liability to you or any other party for Damages, if any, arising under
these Terms and Conditions of Use or otherwise exceed $100.00.
RepConnect cannot
and does not guarantee continuous uninterrupted or secure access to our
Site or the services or features thereon. Operation of the Site may be
subject to interference from numerous factors outside our control, including
scheduled and preventative maintenance as well as required and emergency
maintenance work. Further, RepConnect does not control the actions of
other users, visitors and/or linked third parties on the Site. RepConnect
WILL HAVE NO LIABILITY WHATSOEVER FOR THE UNAVAILABILITY OR INOPERABILITY
OF THE SITE CAUSED BY THE ACTS OR OMISSIONS OF ANY THIRD PARTY OR REPCONNECT.
REPCONNECT WILL NOT BE LIABLE IN ANY WAY WHATSOEVER FOR ANY LOSS OF DATA
OR TRANSACTIONS INCURRED OR SUFFERED YOU OR ANY PARTY, WHETHER RESULTING
FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES OR SERVICE INTERRUPTIONS CAUSED
BY REPCONNECT, ANY THIRD PARTY, INCLUDING ANY INTERNET SERVICE PROVIDER
OR HOST, OR THE INTERNET INFRASTRUCTURE AND NETWORK EXTERNAL TO THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
3. CHANGES TO THE
TERMS OF USE
RepConnect may modify the Site, the services or features offered thereon
and these Terms of Use, including the Privacy Policy, at any time and
from time to time by implementing the modifications and/or posting the
amended Terms of Use on the Site, as applicable. All modifications will
be effective upon implementation and/or posting, as applicable. You are
bound by the version of these Terms of Use in effect on the date of any
particular visit to the Site. RepConnect will use reasonable efforts to
post notices of any updates to these Terms and Conditions of Use on the
Site.
4. LINKS
The Site contains links to third-party sites and RepConnect has no control
over any such sites. Links to other sites, if any, are provided solely
as a convenience; RepConnect neither endorses nor bears any responsibility
for or control over any linked site or any other link contained therein.
All statements by RepConnect herein pertaining to the Site do not apply
in any way to any links or any linked third-party sites. Once you leave
this Site, our Terms and Conditions of Use, including the Privacy Policy,
are no longer in effect; we encourage you to read the terms of use of
each and every Site which you visit. Without RepConnect’s express
prior written consent, you may not implement a hypertext link to the Site
from another site.
5. SITE INTEGRITY
You may not use any device, software or routine, including any viruses,
Trojan horses, worms, time bombs or cancelbots, intended to damage or
interfere with the proper working of the Site or to surreptitiously intercept
or expropriate any system, data or personal information therefrom. You
may not take any action which imposes an unreasonable or disproportionately
large load on our infrastructure, including "spam" or other
such unsolicited mass e-mailings.
6. THIRD PARTY CONTENT
At RepConnect’s sole option, at any time and from time to time,
the Site may contain third party content, software and/or other information
and any and all such third party materials are subject to and governed
solely by that party’s respective Terms and Conditions of Use. RepConnect
bears no responsibility or liability for any such content or information
or the acts or omissions of such third party.
7. COMPLIANCE WITH
LAWS
You must comply with all applicable laws and regulations governing your
access to and your use of the Site and any features, services or software
thereon, including the sending and retrieval of information and including
laws governing the encryption of software, the export of technology, the
transmission of obscenity or the permissible uses of intellectual property.
You represent that you have the legal right to enter into this agreement
with RepConnect.
8. USER SUBMISSIONS
Any comments or information that you provide to RepConnect, including
any feedback or ideas submitted by you in response to a survey on or concerning
the Site or any other suggestions, concepts or other information provided
by you (collectively, the “Submissions”) may be freely used
by RepConnect and you hereby grant RepConnect a royalty-free, perpetual,
irrevocable, worldwide, sublicenseable, transferable license to use, copy,
reproduce, create derivative works from, adapt, modify, exploit, publish,
edit, translate, sell, distribute, transmit, transfer and display the
Submissions without limitation in any media or form now known or later
developed. RepConnect may sublicense its rights hereunder to third parties.
9. GOVERNING LAW AND
JURISDICTION
These Terms and Conditions of Use and any and all transactions and other
activities on the Site will be governed by and construed in accordance
with the laws of the State of Ohio, excluding its conflict of law principles.
You hereby submit to the jurisdiction of the state and federal courts
located in Franklin County, Ohio or the Southern District of Ohio, which
shall be the exclusive venue for any and all disputes or claims arising
hereunder. Use of the Site is not authorized in any jurisdiction which
does not give effect to these Terms and Conditions of Use.
10. GENERAL
At all times, the then-current Terms and Conditions of Use constitute
the entire agreement between RepConnect and you with respect to your use
of the Site, superseding any prior agreements, superseded postings of
the Terms and Conditions of Use and all other prior or contemporaneous
communications between RepConnect and you. You acknowledge and agree that
you may also be subject to additional terms and conditions when you use
our Site. Please report any violations of these Terms and Conditions of
Use including any alleged copyright infringements relating to the Site
or any other matters to us as soon as possible.
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