This User Agreement ("User Agreement") sets forth the legally binding terms for your (the "Customer") access and utilization of that certain web-based solution owned and operated by Alltite, Inc. located at http://www.itite.com (the "Website"), which is used to create flange assembly procedures and commonly known as "I-TITE" (collectively, the "Services"). The Services are offered subject to acceptance without modification of the terms and conditions contained herein. By submitting an online purchase order ("Purchase Order") for the purchase of the Services from Alltite, or using the Services pursuant to any free trial offer, Customer agrees to be bound by all the terms and conditions of this User Agreement.
Subject to payment by Customer of all applicable fees, Alltite hereby grants to Customer a non-exclusive license to access and utilize the Services at the Website for the period of time and by the number of end users ("End Users") specified on the Purchase Order, all in accordance with this User Agreement. Each End User must be registered to access the Services, and only the number of End Users specified on the Purchase Order will be permitted to access the Services. Customer acknowledges that use of the Services is solely intended for Customer`s internal business purposes and Customer shall be solely responsible for regulating use of the Services by its End Users. In order to utilize the Services, Customer must obtain internet access. Customer shall be responsible for any services fees associated with such internet access, including any carrier fees. In addition, Customer shall provide all equipment necessary to make such internet connection, including a computer and modem and/or a wireless access device.
Customer shall pay the total amount of the annual subscription fee, including taxes, specified on the Purchase Order by credit card or electronic funds transfer when the Purchase Order is submitted to Alltite. All fees and charges paid by Customer to Alltite are non-refundable.
Each End User will be required to register an account ("User Account") on the Website before gaining access to utilize the Services. As part of the User Account registration process, each End User will select a user name ("User Name") and password ("Password"). Customer may not select or use a User Name of another person with the intent to impersonate that person, and shall not attempt to gain unauthorized access to the Services. Customer shall provide accurate and complete information with regard to its End Users and any changes to the information provided by each End User. Each User Account registration is for a single user only. Customer is responsible for maintaining the confidentiality of the User Names and Passwords and for restricting access to the Website, and Customer agrees to accept responsibility for all End User and third party activities that occur under its assigned User Account, User Name or Password. Company, and each End User, shall: (1) keep the User Account Password secure and confidential; (2) not permit others to use any User Account, User Name or Password; (3) refrain from using other User Accounts, User Names or Passwords; (4) refrain from selling, trading, or otherwise transferring any User Account, User Name or Password to another party.
Customer shall notify Alltite of any known or suspected unauthorized use(s) of an User Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of any Password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of the Services to Customer, at Alltite`s sole discretion, and Customer may be reported to appropriate law enforcement agencies.
Customer may not use the Services for any illegal or unauthorized purpose. Customer shall not, in the use of the Services, violate any applicable laws related to the Services (including, but not limited to, copyright laws). Customer agrees not to reproduce, duplicate, copy, sell, resell, transfer or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Alltite. Customer acknowledges and understands that Alltite may use third party hosting partners to provide technology required to run the Services. Customer shall not, directly or indirectly, (i) interfere or attempt to interfere with the Services or any activities conducted on the Website; or (ii) bypass any measures that Alltite may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of I-TITE or any part of the Services; or (iv) modify, translate, or otherwise create derivative works of any part of the Services. Customer shall abide by all applicable local, state, national and international laws and regulations related to the Services.
Alltite may, in its sole discretion, suspend or terminate Customer`s right to access or utilize the Services in the event that Customer or any of its End Users breach any material term of this User Agreement; it being understood that Customer shall not be entitled to any refund of any subscription fees paid by Customer to access the Services.
Customer acknowledges Alltite owns all right, title and interest in and to I-TITE, the Website and the Services, and portions thereof, and Alltite shall remain the owner of same. All of the information contained on the Website and the Services is a copyrighted work protected by applicable intellectual property laws. Alltite expressly retains all proprietary rights to such content and technology. Provided, Alltite shall not own any data, information or material submitted by the Customer while utilizing the Services, unless Alltite specifically advises the Customer otherwise.
I-TITE AND THE SERVICES ARE PROVIDED "AS IS," AND ALLTITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, OR THE CONTENT, INFORMATION, OR SERVICES INCLUDED ON THE WEBSITE. CUSTOMER AGREES THAT ITS USE OF THE SERVICES IS AT CUSTOMER`S SOLE RISK. ALLTITE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE RESULTS, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ALLTITE OR THE SERVICES. CUSTOMER ACKNOWLEDGES THAT ALLTITE HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING WHICH END USER GAINS ACCESS TO THE WEBSITE OR SERVICES. ALLTITE DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT`S REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.
UNDER NO CIRCUMSTANCES SHALL ALLTITE OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO COMPANY`S ACCESS TO, OR USE OF, THE WEBSITE OR SERVICES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF ALLTITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF ALLTITE AND ITS AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, PAID BY CUSTOMER TO ALLTITE FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD OCCURRING IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE OR THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Customer shall defend, indemnify and hold harmless Alltite, its affiliates, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, directly or indirectly arising out of or in any way related to Customer`s access to or use of the Services or the Website, or the results or procedures derived from such use of the Services.
The validity, performance, construction and effect of all matters arising out of or relating to this User Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas, and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Kansas or in any federal court sitting therein. In the event of any dispute or controversy arising out of or related to this User Agreement, including the interpretation of any provision of this User Agreement, which cannot be resolved informally by the parties, such dispute will be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, except as such rules may be modified by this User Agreement or by the mutual consent of the parties. Any arbitration proceeding conducted hereunder will be held in Wichita, Kansas and will be enforceable in any court of competent jurisdiction. No actions, regardless of form or basis, arising out of or related to this User Agreement may be brought by either party more than two (2) years after the cause of action has first accrued.
All access to the Services and use of the Website are intended only for persons having certain skill and know-how regarding proper bolting procedures, and use of same by Customer`s End Users is accepted by Customer at its sole risk. Alltite assumes no responsibility or liability for results obtained or damages incurred from Customer`s use of the Services or Website or the results or procedures derived from such use.
This User Agreement and Purchase Order constitute the entire agreement between the parties and expressly supersede any prior dealings, understandings or arrangements, oral or written, between the parties. No statements or agreements, oral or written, not contained herein or any Purchase Order, or in a future proposed written amendment shall have any force or effect unless signed by authorized representatives of Alltite and Customer. Waiver by either party of any breach of the terms or conditions contained herein or in any Order will not be construed as a waiver of any subsequent or other breach. The invalidity or unenforceability of any provision of this User Agreement shall not affect the validity or enforceability of its other provisions. This transaction is solely for the benefit of Alltite and Customer and shall not be deemed to confer upon, or grant to, any third party any right, claim, cause of action or interest.