PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY AEGIS COMPONENTS WEBSITE, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT BETWEEN YOU AND AEGIS COMPONENTS. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE. THIS AGREEMENT DOES NOT APPLY TO PURCHASES OF PRODUCTS FROM AEGIS COMPONENTS. ANY PURCHASE BY YOU OF PRODUCTS FROM AEGIS COMPONENTS WILL BE GOVERNED BY THE SEPARATE TERMS AND CONDITIONS OF THE APPLICABLE PURCHASE ORDER AND/OR PURCHASE AGREEMENT AND NOT BY THIS AGREEMENT.
You hereby acknowledge and agree as follows:
- License Grant.
Aegis Components Inc. (“Aegis”), a Nevada Corporation organized and existing under the laws of the State of Nevada, hereby grants you a limited, non-exclusive, personal, non-assignable, and non-transferable license to access and use the Aegis Website, provided and expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this User Agreement (the “Agreement”). The “Aegis Website” includes, as applicable and without limitation:
(a) Aegis’s on-line computer system including all electronic databases and services accessed by or through Aegis’s on-line computer system, and individual items within those databases or services which may constitute independent works of authorship.
(b) All documentation, including user manuals, operations manuals, and the like provided to you by or for Aegis, for use in connection with the on-line computer system.
(c) Any other courses, video presentations, audio presentations, slideshows, software, products, services, data, images, business ideas and strategies, or other information provided by Aegis or obtained through Aegis’s on-line computer system (collectively referred to herein as “information”).
- Ownership, Use and Intellectual Property Rights.
- The Aegis Website is the valuable, exclusive property of Aegis or its licensors, and nothing in this Agreement shall be construed as transferring or assigning any ownership rights in such property to you or any other person or entity. You have a license to use the Aegis Website, as long as you comply with the terms of this Agreement or until Aegis terminates this Agreement or your access rights. Ownership of the Aegis Website, and any documentation or information, shall remain at all times with Aegis or its licensors. The Aegis Website is protected by contract law and intellectual property law, including domestic and international copyright law, and all intellectual property rights in the Aegis Website belong to Aegis or its licensors.
- If Aegis provides you with an access identification, you may not allow concurrent use of the Aegis Website by multiple users utilizing identical user identification numbers, or allow another person or entity to use your user identification number to access the Aegis Website. You may not remove, alter, or obscure any copyright, legal or proprietary notices in or on any portion of the Aegis Website. You may store in the memory of your computer and may manipulate, analyze, reformat, print, and/or display for your use only, the information received or accessed through the Aegis Website pursuant to this Agreement. You may not resell, redistribute, broadcast, or transfer the information or use the information in a searchable, machine-readable database. Unless separately and specifically authorized in writing by an officer of Aegis, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share the Aegis Website, any part thereof, or any of the information received or accessed therefrom, to or through any other person or entity. All rights not granted to you herein are expressly reserved by Aegis or its licensors. Aegis and its licensors reserve all rights to enforce their copyright and intellectual property rights.
III. Delays in Services; Force Majeure.
Any delays in or failure of performance by Aegis or any of its licensors, service providers, or service sponsors (including its and their officers, directors, employees, affiliates, agents, representatives, and subcontractors) shall not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond Aegis’s control, including but not limited to acts of governmental authority, weather, fire, floods, explosions, acts of God, strikes or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. Aegis shall have no responsibility to provide you access to the Aegis Website while interruption of the Aegis Website due to any such or similar cause shall continue.
This Agreement and the limited license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons:
- Immediately by Aegis for any unauthorized access or use by you, including, without limitation.
(i) Concurrent access of the Aegis Website by multiple users utilizing identical user identification numbers.
(ii) Permitting another person or entity to use your user identification number to access the Aegis Website.
(iii) Any other access or use of the Aegis Website except as expressly provided in this Agreement.
- Immediately by Aegis if you assign or transfer (or attempt to assign or transfer) any rights granted to you under this Agreement.
- Immediately by Aegis if you fail to abide by the rules and regulations relating to the use of, or tamper with, or alter any of the software and/or data files contained in or accessed through, the Aegis Website.
- Immediately by Aegis if you transmit or receive using the Aegis Website (or cause the transmission or receipt of) any pornographic, obscene, disparaging, defamatory, or libelous information of any nature or form whatsoever, with respect to any other user, company, or any other person or business entity. Aegis, in its sole discretion, shall determine whether any information transmitted or received violates this provision.
- Immediately by Aegis if you violate any of the other terms and conditions of this Agreement.
- Immediately upon termination of your subscription or authorization to use the Aegis Website.
Termination or cancellation of this Agreement shall not affect any other right or relief to which Aegis may be entitled, whether at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Aegis. Regardless of the reason for cancellation or termination of this Agreement. On termination of this Agreement, as requested by Aegis, you agree to erase and destroy any copies of the Aegis Website you have made. You agree to certify to Aegis your compliance with these requirements in writing upon Aegis’s request. All provisions in this Agreement, relating to proprietary rights, indemnification, and limitation of liability shall survive termination of this Agreement.
You acknowledge that Aegis reserves the right to, and that Aegis may from time to time choose to, monitor any and all information transmitted or received through the Aegis Website. Aegis, in its sole discretion and without further notice to you, may review, censor or prohibit the transmission or receipt of any information which Aegis deems inappropriate (such as that specified in subparagraph (d) of the Termination paragraph above), or that Aegis determines violates any term or condition of this Agreement.
- Equipment and Operation.
You shall provide and maintain all telephone and other equipment necessary to access the Aegis Website, and the costs of any such equipment and/or telephone connections or use, including any applicable taxes, shall be borne solely by you. You shall reimburse Aegis for any such costs incurred by Aegis due to the use of the Aegis Website by you; such reimbursement shall be billed to you and payable in accordance with your payment for access to the Aegis Website. You are responsible for operating your own equipment and for familiarity with the information (e.g., calculations and reports) used with or available through the Aegis Website. Aegis reserves the right to refuse assistance or to charge additional fees if you seek assistance from Aegis with respect to such basic background information or any other matters not directly relating to the operation of the Aegis Website. Neither Aegis nor its licensors shall have any responsibility to provide you with alternate access to the Aegis Website if your access is interrupted due to a breakdown or failure of your equipment.
VII. Warranty Disclaimer.
You acknowledge that the information provided through the Aegis Website is compiled from sources, which are beyond the control of Aegis. Though such information is recognized by the parties to be generally reliable during the term of this Agreement, you acknowledge that inaccuracies may occur, and Aegis and its licensors do not warrant the accuracy or suitability of the information for any particular purpose. The information is provided by Aegis and its licensors for your personal information only and is not intended for trading purposes. Information on this site does not constitute advice (investment, tax, legal) amounting to investment advice, or make any recommendations regarding particular financial instruments, investments, or products. Neither Aegis nor its licensors shall be liable for any errors, inaccuracies, or delays in content, or for any actions taken by you in reliance thereon. Aegis makes reasonable efforts to obtain reliable content from third parties, but Aegis does not guarantee the accuracy of or endorse the views or opinions given by any third parties. The Aegis Website may point to other Internet sites that may be of interest to you, however, Aegis does not endorse or take responsibility for the content on such other sites. YOU ACKNOWLEDGE THAT THE AEGIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS. AEGIS AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, AEGIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT (i) THAT THE AEGIS WEBSITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS, (ii) THAT THE ACCESS OR USE OF THE AEGIS WEBSITE WILL BE ERROR-FREE, OR (iii) THE ACCURACY OF ANY DATA OR INFORMATION YOU INPUT INTO OR PROCESS WITH THE AEGIS WEBSITE OR THE RESULTS OF ANY SUCH PROCESSING. YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY YOU IN CONNECTION WITH SUCH DATA, INFORMATION, AND RESULTS, AND FOR VERIFYING THE ACCURACY OF SUCH DATA, INFORMATION, AND RESULTS FROM INDEPENDENT SOURCES.
VIII. Limitation of Liability; Disclaimer of Consequential Damages.
- YOU AGREE THAT AEGIS AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND SUBCONTRACTORS) SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE AEGIS WEBSITE FOR ANY PURPOSE WHATSOEVER, EVEN IF AEGIS AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING THE ABOVE PROVISIONS, IF THERE SHALL AT ANY TIME BE OR ARISE ANY LIABILITY ON THE PART OF AEGIS OR ITS LICENSORS BY VIRTUE OF THIS AGREEMENT OR BECAUSE OF THE RELATIONSHIP THEREBY ESTABLISHED, WHETHER DUE TO THE NEGLIGENCE OF AEGIS OR ITS LICENSORS OR OTHERWISE, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO THE LESSER OF TEN PERCENT (10%) OF THE SUMS PAID TO AEGIS BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, AS LIMITED DAMAGES AND NOT AS A PENALTY. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
- YOU ACKNOWLEDGE AND AGREE THAT AEGIS WILL USE REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE AEGIS WEBSITE OR THE ACCESS SOFTWARE. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND HEREBY HOLD AEGIS HARMLESS) FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION ON YOUR COMPUTER EQUIPMENT, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS.
- THE PROVISIONS CONTAINED IN THIS LIABILITY SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
- IN NO EVENT SHALL AEGIS OR ITS LICENSORS BE LIABLE FOR ANY LOSS OR LIABILITY, INCLUDING ANY FUTURE MONETARY LOSSES DUE TO YOUR USE OF THE AEGIS WEBSITE.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS AEGIS AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) FOR AND AGAINST ANY AND ALL CLAIMS BROUGHT BY PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THIS AGREEMENT ARISING FROM OR RELATED TO YOUR ACCESS TO AND USE OF THE AEGIS WEBSITE, INCLUDING THE INFORMATION OBTAINED THROUGH THE AEGIS WEBSITE.
- Export Control.
This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Aegis Website and access software or information about the Aegis Website and access software that may be imposed from time to time by the government of the United States of America. You agree that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import or export of the Aegis Website and access software.
- No Conflicting Terms.
If there is any conflict between this Agreement, any purchase order, any help text, manuals, or other documents relating to the Aegis Website, this Agreement shall govern, whether such order or other documents is prior to or subsequent to this Agreement, or is signed or acknowledged by any director, officer, employee, representative or agent of Aegis.
XII. Attorney’s Fees.
If Aegis takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, in addition to all sums to which it is entitled or any other relief, at law or in equity, Aegis shall be entitled to recover from you and you agree to pay, reasonable and necessary attorney’s fees and all costs of any litigation.
XIII. Governing Law; Limitations; Venue.
This Agreement shall be governed by the laws of the State of Nevada, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Aegis Website contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action may only be brought in the state or federal courts located in Nevada, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Nevada as your agent for service of process.
If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
XIV. Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and no other agreement as to such subject matter, written or oral, exists.
Aegis and its licensors reserve the right to make changes or modifications to the Aegis Website and this Agreement. Display of notice of changes online at Aegis’s website where you access the Aegis Website shall constitute effective notice under this Agreement on the day Aegis places the changes on-line on its website, and your continued use of the Aegis Website thereafter shall constitute your acceptance of such changes or modifications.
WHEN USING THE AEGIS WEBSITE, YOU MAY SOMETIMES BE LINKED TO THIRD-PARTY WEBSITES. AEGIS IS NOT RESPONSIBLE FOR THE INFORMATION OR MATERIALS CONTAINED ON ANY THIRD-PARTY WEBSITES. LINKS FROM THE AEGIS WEBSITE ARE PROVIDED FOR CONVENIENCE ONLY AND ARE NOT INTENDED AS AN ENDORSEMENT BY AEGIS OF THE ORGANIZATION OR INDIVIDUAL OPERATING THE THIRD-PARTY WEBSITE OR A WARRANTY OF ANY TYPE REGARDING EITHER THE THIRD-PARTY WEBSITE OR THE INFORMATION ON THE THIRD-PARTY WEBSITE. AEGIS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH SUCH THIRD-PARTY WEBSITES. YOU MAY LINK TO ANY PAGE ON THE AEGIS WEBSITE ONLY IF YOUR LINKS DO NOT USE ANY OF AEGIS’S PROPRIETARY TRADEMARKS, SERVICE NAMES, TRADE NAMES, LOGOS, MARKS, OR OTHER DISTINCTIVE GRAPHICS, VIDEO, OR AUDIO MATERIAL AND YOU SHALL NOT LINK IN A MANNER REASONABLY LIKELY TO 1) IMPLY AFFILIATION WITH OR ENDORSEMENT OR SPONSORSHIP BY AEGIS OR ITS AFFILIATES; 2) CAUSE CONFUSION, MISTAKE, OR DECEPTION; 3) DILUTE AEGIS’S TRADEMARKS OR SERVICE MARKS; OR 4) OTHERWISE VIOLATE STATE OR FEDERAL LAW.
XVII. Children’s Privacy
The Children’s Online Privacy Protection Program took effect on April 21, 2000, and pertains to Websites directed towards children under 13 years of age. Aegis does not collect information on any person under 13 years of age. Therefore, if you are under 13 years of age, you may not search the Aegis Website, enroll in any of our programs, or use any of our services. By using the Aegis Website, you represent that you are not under 13 years of age.
XIX. Content Usage
Unless otherwise indicated, all information contained on the Aegis Website, such as text, graphics, logos, button icons, images, and audio clips is owned by or licensed by Aegis, and is copyrighted and proprietary material of Aegis, and may not be copied, reproduced, transmitted, displayed, distributed, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without Aegis’s prior written consent, except that you may make such temporary copies as are necessary to browse the Aegis Website. Aegis reserves all other rights not granted herein. You may not sell, modify, redistribute, put on another website, or otherwise publicly display or publicly perform, or use for any commercial purpose, any materials or information obtained from the Aegis Website without Aegis’s express written consent.
All trademarks, service marks, and trade names are proprietary to Aegis unless expressly indicated to the contrary.
XXI. User Conduct on Forums
You understand that all materials and content, including but not limited to your data, graphics, or messages, which are posted publicly by you on any of the chat rooms, message boards, or other public forums, if any, that may be found on the Aegis Website, or linked to the Aegis Website, are the sole responsibility of the person from which such content originated. Aegis disclaims all risks and liabilities for all materials and information that you post, email, transmit, or otherwise make available via the Aegis Website. You may not use the Aegis Website to upload, post, email, transmit or otherwise make available any material that infringes any intellectual property or other proprietary rights of any party, or that would otherwise violate any law. You may not post material that solicits funds, advertises, or solicits for goods and services, and otherwise make available any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” or any other form of solicitation. You may not use the Aegis Website to make available any material that contains software viruses or any other harmful computer code, files, or programs. You may not use the Aegis Website to post material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable. You may not post material known to be false, misleading, or deceptive. You may not violate any applicable local, state, national or international law. You may not “stalk” or otherwise harass any other user or otherwise collect or store personal data about other users. For your own safety, do not post personal information such as phone numbers, addresses, or any other private information. Aegis retains the right, but not the obligation, in its sole discretion to refuse, edit, or delete any materials posted on the Aegis Website that Aegis considers infringing, abusive, offensive, defamatory, obscene, or otherwise unacceptable by Aegis. However, you bear all risks associated with, the use of any materials, including any reliance on the accuracy, completeness, or usefulness of such materials posted on the Aegis Website. You acknowledge and agree that Aegis may preserve your posted materials and may also disclose your materials and data if required to do so by law.
XXII. User Submissions
By submitting communications or content to any part of the Aegis Website where such content would be viewable by the public (e.g. posting on a public forum/bulletin board or public chat or other public communication), you agree that such submission is non-confidential for all purposes. Any submission to the Aegis Website will be deemed and remain the property of Aegis. You grant or warrant that the owner of such content has expressly granted, Aegis a royalty-free, perpetual, irrevocable, worldwide non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed.