Web Site Access Agreement
THIS AGREEMENT "Agreement" is entered into by and between Smith & Loveless and any individual, corporation, association, agency, company, or other entity who accesses or uses the web site (the "User" or "you").
The web site, which is provided without charge to you, is a World Wide Web site on the Internet that is designed to allow users to view items posted by Smith & Loveless, Inc. and their affiliates. The web site is owned and operated by Smith & Loveless. The web site contains or may contain information, communications, opinions, text, graphics, links, electronic art, animations, audio, video, software, photos, music, sounds and other material and data (collectively, "Content") formatted, organized and collected in a variety of forms that are generally accessible to Users, including directories and databases, and areas of the Web site that can be modified by Users, such as posting items, uploading multimedia files, registering user profiles, and creating Auto-Notify profiles ("Web site Areas"). It is strictly prohibited and a violation of state and federal trademark, trade dress and copyright laws for any person or party to copy the design or layout of the smithandloveless.com web site or to copy or reproduce in any format any text or images contained in or on the web site without the express written consent of Smith & Loveless, Inc. Digital Media and other items may be available for a limited use from the web site. Any person or party who would like to download any Digital Media or other items, must read and agree to the End User License Agreement governing the terms and use of downloading Digital Media and other items.
1. User Conduct.
You agree to access and use the web site only for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations, pertaining to (i) your use of the web site, including any web site Area, (ii) the use of any networks or other services connected to the web site, and (iii) the communications means by which you connect your modem, computer, or other equipment to the web site. By accessing the web site, you agree that you will not:
- restrict or inhibit any other user from using and enjoying the Web site Features;
- post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national, or international law;
- post or transmit any information, software, or other material which violates or infringes in the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
- post or transmit any information, software or other material which contains a virus or other harmful component;
- alter, damage or delete any Content or other communications that are not your own Content or to otherwise interfere with the ability of others to access the web site;
- disrupt the normal flow of communication in an web site Area;
- claim a relationship with or to speak for any business, association, institution or other organization for which you are not authorized to claim such a relationship;
- violate any operating rule, policy or guideline of your Internet access provider or online service.
2. Intellectual Property Rights
- You acknowledge that Content on the web site is generally provided by Smith & Loveless, Inc. You acknowledge that the web site permits access to Content that is protected by copyrights, trademarks, and other proprietary (including intellectual property) rights ("Intellectual Property Rights"), and that these Intellectual Property Rights are valid and protected in all media existing now or later developed and except as is explicitly provided below, your use of Content shall be governed by the End User License Agreement and applicable copyright and other intellectual property laws. You acknowledge that Smith & Loveless, Inc. owns a copyright in the "look and feel," i.e., the selection, coordination, arrangement and presentation of such Content.
- You may not modify, copy, reproduce, transmit, distribute, publish, create derivative works from, display or otherwise transfer or commercially exploit any of the Content, in whole or in part, provided, other than that allowed by the End User License Agreement. Any permitted copies of Content must be reproduced in an unmodified form with any notices contained in the Content, such as all Intellectual Property Right notices, and an original source attribution to Smith & Loveless, Inc. and its URL address. You acknowledge that Smith & Loveless, Inc. remain the owners of the Content and that you do not acquire any Intellectual Property Rights by downloading or printing Content.
The only right with respect to dissatisfaction with any policies, guidelines, or practices of the web site in operating the web site, or any change in Content, is for you to discontinue accessing the web site. Smith & Loveless, Inc. may terminate or temporarily suspend your access to all or any part of the web site, without notice, for conduct that Smith & Loveless, Inc. believes is a violation of this Agreement or any policies or guidelines posted by Smith & Loveless, Inc., or for other conduct which Smith & Loveless, Inc. believes, in its sole discretion, is harmful to the web site or other Users. Smith & Loveless, Inc. may discontinue operating the web site and terminate this Agreement without notice at any time for any reason in its sole discretion. In the event of termination, you are no longer authorized to access the web site, including the web site areas, and the restrictions imposed on you with respect to Content downloaded from the web site, as well as the disclaimers and limitations of liabilities set forth in this agreement, shall survive.
4. Links; Disclaimers Of Warranties; Limitations of Liability
- Links. You understand that except for Content, products or services expressly available at the web site, neither Smith & Loveless, Inc., its subsidiary and parent companies, or affiliates, or their respective directors, officers, employees, and agents controls, provides, or is responsible for any Content, goods or services available through sites on the Internet linked to or from the web site. All such Content, goods and services are made accessible on the Internet by independent third parties and are not part of the web site or controlled by the web site. Smith & Loveless, Inc. does not warrant or represent the accuracy or timeliness of the information posted on the web site. Neither Smith & Loveless, Inc., its subsidiary and parent companies, or affiliates, or their respective directors, officers, employees, and agents shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any Content, goods or services available on any site linked to or from the web site or your inability to access the Internet or any site linked to or from the web site.
- Disclaimer of Warranties. Smith & Loveless, Inc. makes a reasonable effort to ensure the accuracy of the web site but error can occur. Smith & Loveless, Inc. does not warrant or represent the accuracy or timeliness of the information posted on the web site. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. NEITHER SMITH & LOVELESS, INC. NOR ANY OF ITS SUBSIDIARY AND PARENT COMPANIES, OR AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, LICENSORS OR OTHER SUPPLIERS PROVIDING CONTENT, DATA, INFORMATION OR SERVICES WARRANTS THAT THE WEB SITE OR ANY INTERNET SITE LINKED TO OR FROM THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE OR ANY INTERNET SITE LINKED TO OR FROM THE WEB SITE OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS, NONINFRINGEMENT, RELIABILITY, AVAILABILITY, OR SUBSTANCE OF ANY CONTENT, INFORMATION, SERVICE, OR TRANSACTION PROVIDED THROUGH THE WEB SITE OR ANY SITE LINKED TO OR FROM THE WEB SITE. THE WEB SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SMITH & LOVELESS, INC., ITS SUBSIDIARY AND PARENT COMPANIES, OR AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER OR ARISING FROM THIS AGREEMENT, THE WEB SITE, OR ANY INTERNET SITE LINKED TO OR FROM THE WEB SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, ELECTRICAL SURGE/DAMAGE/INTERFERENCE, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, BREAKDOWN OF EQUIPMENT, SOFTWARE ERROR, INFRINGEMENT, UNAUTHORIZED ACCESS TO, OR THEFT, DESTRUCTION, ALTERATION, OR USE OF, RECORDS.
- UNDER NO CIRCUMSTANCES SHALL SMITH & LOVELESS, INC., ITS SUBSIDIARY AND PARENT COMPANIES, OR AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE CONTENT CONTAINED WITHIN THE WEB SITE OR THE CONTENT CONTAINED WITHIN ANY INTERNET SITE LINKED TO OR FROM THE WEB SITE. THE CONTENT WITHIN THE WEB SITE AND THE CONTENT WITHIN INTERNET SITES LINKED TO OR FROM THE WEB SITE MAY INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE CONTENT HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW VERSIONS OF THE WEB SITE AND SPECIFICALLY ARE INCLUDED IN THIS SECTION AGREEMENT. SMITH & LOVELESS, INC. AND ITS CONTRIBUTORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT OF THE WEB SITE AT ANY TIME AND FROM TIME TO TIME.
You agree to indemnify and hold harmless Smith & Loveless, Inc., its parent or subsidiary companies and their affiliates, and their respective directors, officers, employees, and agents from any and all liabilities, claims and expenses, including reasonable attorneys fees, arising from breach of this Agreement, any other policy, your use or access of the web site or any Internet site linked to or from the web site, or in connection with the transmission of any Content on the web site.
This Agreement comprises the entire agreement between Smith & Loveless, Inc. and you, and supersedes any prior agreements with respect to the subject matter herein. Smith & Loveless, Inc. may revise this Agreement or any other policy at any time and from time to time, and such revision shall be effective two (2) days upon posting notice of such revision prominently on the web site. You agree to review this Agreement periodically to be aware of such revisions. If any such revision is unacceptable to you, you must discontinue accessing the web site. Your continued accessing and use of the web site following notice of any such revision shall conclusively be deemed acceptance of all such revisions. The provisions of Sections 1, 2, 3, 4.1, 4.2, 4.3 and 5 shall survive the termination or expiration of this Agreement. If any provision of this Agreement or any other policy be held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties and the remaining portions will continue in full force and effect. The failure of Smith & Loveless, Inc. to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by the laws of the state of Kansas, excluding its conflict of laws rules, and you and Smith & Loveless, Inc. each submit to the exclusive jurisdiction of the courts of Kansas. This Agreement is personal to you and you may not assign your rights or obligations thereunder to anyone. All logos, brand names, products, trademarks and service marks appearing herein may be the trademarks or service marks of their respective owners. References to any trademark, service mark and links to or from the web site have been done strictly for clarification and identification and does not constitute endorsement by Smith & Loveless, Inc. of the products, services or information offered by the owner of such trademark, service mark or link or endorsement of Smith & Loveless, Inc. by such trademark, service mark or link owner.