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Initial Notice
Thank you for visiting our Web site. This site is owned and operated
by Imspro, Inc. (hereinafter "THE COMPANY"). Please read carefully the following
legal agreement before using this Web site. By using this Web site, you (hereinafter
"THE USER") signify your assent to these terms of use. If THE USERS does not agree
to these terms of use, please disconnect from and do not use this Web site. THE
COMPANY reserves the right to change this Agreement at any time by revising the
terms and conditions herein. Continued use of this Web site following any such changes
shall constitute THE USER's acceptance of such changes.
Permitted Use
THE USER has
a nonexclusive, nontransferable, limited and revocable right to use the Web site
solely for your organization's business use, subject to the terms and restrictions
herein contained. THE USER will not use the Web Site for any other purpose, including
any other commercial purpose, without THE COMPANY'S express prior written consent.
THE USER agrees to cooperate with THE COMPANY in causing any unauthorized use to
immediately cease.
List of Restrictions
Neither the Web site nor any element thereof,
including, without limitation, text, graphics, images or other materials, may be
copied, repurposed, uploaded, posted, transmitted or redistributed. THE USER may
not modify or prepare derivative works based upon the Web site, or any element thereof,
and you may not redistribute, sell, decompile, reverse engineer, disassemble or
otherwise attempt to access the source code to any software contained on the Web
site. It is a condition of your use of this Web site that you do not restrict or
inhibit any other user from using this Web site.
General Provisions
THE USER is
entirely responsible for maintaining the confidentiality of your password and account
and for all activities that occur under your account. THE USER shall comply with
all applicable laws, statutes, ordinances and regulations regarding your use of
the Site and your solicitation of offers to purchase and/or sell products and/or
services. This Agreement shall be governed by and construed in accordance with the
laws of the State of Arkansas, without giving effect to any principles of conflicts
of law. You agree that any action at law or in equity arising out of or relating
to the terms of this Agreement shall be filed only in the state or federal courts
located in Pulaski County, Arkansas and you hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such action. If any
provision of this Agreement shall be unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from this Agreement and shall not
affect the validity and enforceability of any remaining provisions. This is the
entire agreement between us relating to the subject matter herein and shall not
be modified except as otherwise set forth herein. No waiver of any term, provision
or condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or shall constitute, a waiver of any other term,
provision or condition hereof, whether or not similar, nor shall any waiver constitute
a continuing waiver of any such term, provision or condition hereof. No waiver shall
be binding unless executed in writing by the party making the waiver. You agree
that you will execute and deliver to us, in recordable form if necessary, such further
documents, instruments or agreements, and shall take such further action, that may
be necessary or appropriate to effectuate the purposes of this Agreement.
Security
THE COMPANY has taken steps to protect information collected from our users against
unauthorized access and use. All online forms that include information captured
from our users are secured using a Secured Socket Layer (SSL), which encrypts the
information as it travels from the desktop to our server. THE COMPANY is committed
to ensuring transaction security and privacy. THE COMPANY obtains certification
from industry-recognized security vendors to ensure that our systems meet security
standards. As an additional security measure, THE COMPANY uses a firewall to prevent
unauthorized access to our site. Site personnel monitor activity logs at regular
intervals to look for unauthorized intrusions. For your protection, please do not
send e-mail to us that contains your personal information. THE COMPANY cannot guarantee
the security of these e-mails before they reach us, in contrast to the security
precautions in place when you send us personal information via an online form on
this Web site.
Indemnification
As a condition of use of this Web site, THE USER
hereby indemnifies, defends and holds THE COMPANY and each of its owners, partners,
subsidiaries, affiliates, franchisees and each of its officers, directors, agents,
contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees
and employees (collectively, the "Indemnified Parties") harmless from and against
any and all allegations, demands, claims, liabilities, damages, fines, penalties
or costs of whatsoever nature (including reasonable attorneys' fees) and whether
by reason of death of or injury to any person or loss of or damage to any property
or otherwise ("Claims") arising out of or in any way connected with this Agreement,
the services or products provided to THE USER by the Site or any related act or
failure to act by THE USER and whether or not occasioned or contributed to by the
negligence of the Indemnified Parties or any agent or employee of the Indemnified
Parties (except as and to the extent prohibited by applicable law) or Claims arising
from THE USER's account, including, without limitation, any Claims related to infringement
by THE USER of the intellectual property rights of any person, including without
limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral,
privacy, publicity or rights under other intellectual property laws. In the event
that any Claim is made or any action or proceeding is brought against the Indemnified
Parties, or any of them, arising out of or connected with this Agreement, any such
Indemnified Party may, by reasonable notice to THE USER, require THE USER, at your
expense, to resist such Claim or take over the defense of any such action or proceeding
and employ counsel for such purpose, such counsel to be subject to the prior written
approval of such Indemnified Party, which approval shall be deemed to have been
given hereby in the case of counsel acting for your insurance underwriters engaged
in such resistance or defense. THE USER shall cooperate with us in the defense of
any Claim. THE COMPANY reserves the right, at our own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by THE USER.
In the event THE COMPANY is held liable for any damages related to such matters,
your sole and exclusive remedy will be limited to reimbursement for services or
products paid by THE USER to the entity held liable which were not provided by such
entity. THE USER hereby waive any and all rights to bring any claim or action related
to such matters in any forum beyond one (1) year after the first occurrence of the
kind of act, event, condition or omission upon which the claim or action is based.
THE COMPANY explicitly disclaims any responsibility for the accuracy, content, or
availability of information found on sites that link to or from the Site. THE COMPANY
cannot ensure that THE USER will be satisfied with any services provided by the
Site or from a third-party site that links to or from the Site or third party content
on the Site. THE COMPANY has not taken any steps to confirm the accuracy or reliability
of, any of the information contained in any third-party sites or content. THE COMPANY
does not make any representations or warranties as to the security of any information
(including, without limitation, credit card and other personal information) THE
USER might be requested to give any third party, and THE USER hereby irrevocably
waive any claim against the Indemnified Parties with respect to such sites and third
party content. THE COMPANY strongly encourages THE USER to make whatever investigation
THE USER feels necessary or appropriate before proceeding with any online or offline
transaction with any of these third parties. The Indemnified Parties are not responsible
for incorrect or inaccurate entry information, whether caused by Internet users
or by any of the equipment or programming associated with or utilized in the Site
or by any technical or human error which may occur in the processing of any information
related to the Site. THE USER also agrees that the Indemnified Parties are not responsible
or liable in any way for injury, loss or damage to your computer or interception
or use of information, related to or resulting from use of the Site or any sites,
services or materials linked or related thereto or therefrom and also are not responsible
or liable in any way for any injury, loss, claim or damage relating to or resulting
from any part of the Site operating or not operating on computers or networks used
by THE USER or communicating with such computers or networks.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY
BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE
INABILITY TO USE, THE SITE OR THE SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT
OF YOUR ACCESS TO, OR INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE
OR THE SERVICES, CONTENT OR MATERIALS IN, OR FUNCTIONS OF, THE SITE, PROVISION OF,
OR FAILURE TO PROVIDE SERVICES, OR INFORMATION, OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE).
IN ADDITION, THE COMPANY HAS NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES
OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,
OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. IF
YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE PRODUCTS, SERVICES, MEMBERS, SUPPLIERS
AND/OR BUYER OFFERED IN CONNECTION THEREWITH OR ASSOCIATED THEREWITH, AS THE CASE
MAY BE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND
TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF. Release BY UTILIZING
THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE RELEASED,
DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY
WITH RESPECT TO ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION, ANY ILLNESS,
LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND CLAIMS BASED ON
PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, REASONABLE ATTORNEYS' FEES
AND COURT COSTS) THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION,
USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR
ACQUIRED THEREFROM. THE COMPANY RESERVES THE RIGHT AT ANY TIME AND WITHOUT LIABILITY
TO RESTRICT OR REFUSE ACCESS TO THE SITE AND ITS SERVICES, CONTENT, MATERIALS AND
FUNCTIONS TO ANYBODY. THE COMPANY FURTHER RESERVES THE RIGHT TO SEEK ANY FORM OF
RELIEF, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES, RELATED TO FRAUDULENT OR ILLEGAL
ACTIVITY CONNECTED WITH THE USE OF THE SITE.
Access and Interference
You will not
use any robot, spider, other automatic device, or manual process to monitor or copy
the Site or the contents or information (including the Information) contained therein
without our prior express written consent. You agree that you will not use any device,
software or routine to interfere or attempt to interfere with the proper working
of the Site or any transaction being conducted through the Site. You agree that
you will not copy, reproduce, alter, modify, create derivative works, or publicly
display any content (except for any Information in which you have an ownership interest)
from the Site without our prior express written consent or the appropriate third
party. The information (including the Information) you provide to us (i) shall not
contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer
programming routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or information; and (ii)
shall not create liability for us or cause us to lose (in whole or in part) the
services of our ISPs or other suppliers. THE COMPANY may prohibit you from participating
in or utilizing the Site if in our sole and absolute discretion you show a disregard
for this Agreement or act in a manner, with the intent to annoy, abuse, threaten,
or harass any other person, or in any other disruptive manner. THE COMPANY also
reserves the right to refuse service, terminate accounts, remove or edit content
or cancel orders in our sole and absolute discretion. If for any reason any portion
of the Site is not capable of running as planned, including infection by computer
virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or
any other causes beyond the reasonable control of THE COMPANY which corrupt or affect
the administration, security, fairness, integrity, or proper conduct of the Site,
THE COMPANY reserves the right (but not the obligation) in our sole and absolute
discretion, to prohibit you and any member, buyer or supplier (and all of your and
their Information) from using the Site, and to cancel, terminate, modify or suspend
the Site or any portion thereof and void such Information. THE COMPANY does not
control the information provided by other users, which is made available through
the Site. You may find other user's information to be offensive, harmful, inaccurate,
or deceptive. Please use caution and common sense when using the Site.
Termination
These terms are effective until terminated by either party. You may terminate these
terms at any time by discontinuing use of the Site. Your access to the Site may
be terminated immediately without notice from us if in our sole and absolute discretion
you fail to comply with any term or provision of this Agreement. Notwithstanding
the termination of this Agreement, you acknowledge and agree that those rights and
obligations, which by their nature are intended to survive the termination of this
Agreement in order to be fully operative, shall survive the termination of this
Agreement.
Cookies
THE COMPANY may use "cookie" technology to improve your experience
on our site. Cookies are small pieces of data that THE COMPANY places in your computer's
browser to store your preferences. Cookies themselves do not generate personal information
about you and THE COMPANY does not attempt to link cookie data to your personal
information. THE COMPANY uses cookies only to make your experience on this Web site
more enjoyable. Links to Third Party Web Sites THE COMPANY may have provided links
and pointers to Internet sites maintained by third parties ("third party sites")
and may from time to time provide third party materials on this site. These sites
are independently owned and operated by third parties, who have their own privacy
practices. The third party materials in this site and the third party sites are
provided "as is" and without warranties of any kind either express or implied. To
the fullest extent permissible pursuant to applicable law, THE COMPANY disclaims
all warranties, express or implied, including, but not limited to, implied warranties
of merchantability and fitness. THE COMPANY does not warrant or make any representations
regarding the use or the results of the use of the third party materials in the
third party sites in terms of their correctness, accuracy, timeliness, reliability
or otherwise.
Privacy
Policy Changes: This Web Privacy Policy is effective June 1, 2005.
THE COMPANY may
change this statement at any time without notice.
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