1. ACCEPTANCE OF TERMS
1.2 The terms are entered into by and between Armanta and you. If you are using the Website on behalf of your employer, you represent that you are authorized to accept these terms on your employer’s behalf.
2. YOUR OBLIGATIONS
2.1 You are not required to register in order to use portions of this Website. However, certain portions of this Website are available only to registered users. If you choose to register, you will be asked to provide a user name and password, and you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
2.2 You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Armanta immediately on any unauthorized use of your account, user name, or password. Armanta shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Armanta, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
2.3 If you are an Armanta customer, an Armanta Technology Partner, or an Armanta Solutions Provider, you acknowledge and agree that certain portions of this Website may provide password-restricted access to information about you and your relationship with Armanta, such as Registration Data and certain terms of your existing contracts, to assist customers in purchasing, maintaining, and supporting Armanta products, and to assist Technology Partners and Solutions Providers in marketing, purchasing, maintenance, training, and support activities. By using this Website, you consent to Armanta’s display of such information via the Website and accept all risks of unauthorized access to such information.
2.4 If you provide any information that is false, inaccurate, out of date, or incomplete, or Armanta has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Armanta may suspend or terminate your account (as described in Section 5) and refuse any and all current or future use of the Website (or any portion thereof).
2.5 You are responsible for all expenses, including, without limitation, phone charges and telecommunications equipment, that you incur in order to use the Website.
2.6. You grant Armanta a license to use the materials you post to the Website. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Website, you are granting Armanta, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the business of Armanta, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Armanta may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Website or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
3.1 You acknowledge that you may obtain access via the Website to certain confidential information of Armanta’s and its suppliers and partners, such as technical, contractual, pricing, marketing, and other valuable information (“Confidential Information”). You agree not to disclose the Confidential Information to any person or entity other than employees or contractors in your organization who have a need to know and who are bound by contractual obligations of confidentiality sufficient to give effect to this Section 3. Under no circumstances will you disclose any Confidential Information to a competitor of Armanta.
3.2 You may use Confidential Information solely for the purpose of purchasing, maintaining, and supporting Armanta products, and/or for marketing purposes if you are an Armanta Technology Partner or Armanta Solutions Provider. Title to Confidential Information remains with Armanta and its suppliers and partners. You agree, either as an individual or on behalf of your employer, to be bound by the provisions of this Section 3. Furthermore, if you are acting on behalf of your employer in the disclosure of any Confidential Information, you hereby represent that you are an authorized agent of thereof and that your employer has agreed to indemnify you for any and all violations of this Section 3.
3.3 You do not acquire any rights in Confidential Information, except the limited right to use Confidential Information as described above.
3.4 Any breach of the terms will result in irreparable harm to Armanta for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Armanta will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Armanta seeks such an injunction.
3.5 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of your access to the Website or upon Armanta’s written request, you must cease use of and return or destroy all Confidential Information.
5. NOTICES; MODIFICATION AND TERMINATION OF SERVICES
6. ADVERTISEMENTS AND PROMOTIONS
6.1 Armanta may display advertisements and promotions from third parties on the Website. The manner, mode, and extent of advertising on the Website are subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Armanta found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. Armanta is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Armanta advertisers on the Website.
7.1 The Website may provide links to other Internet sites or resources as a convenience to you. Because Armanta has no control over such sites and resources, you acknowledge and agree that Armanta is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such sites or resources. Armanta will 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, goods, or services available on or through any such website or resource.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Website contains proprietary and confidential content that is protected by applicable patent, trademark, copyright, and other intellectual property rights and laws. Except as specified below, nothing contained herein shall be construed as conferring, by implication, estoppel, or otherwise, any license or right under any patent, trademark, or copyright of Armanta or any third party.
8.2 Any software, software updates, or patches, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) downloaded from the Website may be used only: (i) as allowed under the accompanying license; (ii) subject to the license governing the original product; and (iii) with the understanding that, as applicable, Armanta does not transfer either the title or the intellectual property rights to the Software, and Armanta retains full and complete title to the Software as well as all intellectual property rights therein.
8.3 Services provided as an element of Armanta’s support, training, or professional services are governed by the terms of the applicable support, training, or professional services agreement.
8.4 You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. You may not remove, overprint, or deface any notice of copyright, trademark, or other notice of ownership from any originals or copies of Software or Confidential Information obtained from the Website, all trademarks and logos are owned by Armanta or its licensors and you may not copy or use them in any manner.
8.5 Armanta hereby authorizes you to copy materials published by Armanta on this Website solely for non-commercial use within your organization (or if you are a Armanta Technology Partner or a Armanta Solutions Provider, your customer’s organization) in support of Armanta products or services. No other use of the information is authorized. In consideration of this authorization, you agree that any copy of these materials that you make shall retain all copyright and other proprietary notices in the same form and manner as on the original.
9. COPYRIGHT INFRINGEMENT
9.1 Armanta has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Website or with the services. Armanta has adopted a policy that provides for the immediate suspension and/or termination of any Website or rervice user who is found to have infringed on the rights of Armanta or of a third party, or otherwise violated any intellectual property laws or regulations. Armanta’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Armanta to delete, edit, or disable the material in question, you must provide Armanta with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Armanta to locate the material; (d) information reasonably sufficient to permit Armanta to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Armanta’s designated agent at:
350 Mount Kemble Avenue
Morristown, NJ 07960
10. DISCLAIMER OF WARRANTIES
10.1 ARMANTA HEREBY DISCLAIMS ALL WARRANTIES. ARMANTA IS MAKING THE WEBSITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARMANTA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ARMANTA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON THE WEBSITE. THE ARMANTA DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
10.2 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
11. LIMITATION OF LIABILITY
11.1 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ARMANTA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF ARMANTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATED TO: (i) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, OR MODIFY FROM THE WEBSITE.
12. AFFILIATED WEBSITES
13. NO LICENSE
13.1 Nothing contained on the Website should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Armanta or by any third party.
15. COPYRIGHT. All contents of Website or Service are: Copyright © 2012 Armanta, Inc., 350 Mt. Kemble Avenue, Morristown, New Jersey 07960. All rights reserved.
16. GENERAL INFORMATION
16.3 Armanta controls and operates this Website from its headquarters in the United States of America and makes no representation that the content of the Website is appropriate or available for use in other locations. If you use this Website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
16.4 You acknowledge and agree that the content of the Website may be subject to the U.S. Export Administration Laws and Regulations. Diversion of such content contrary to U.S. law is prohibited. You agree that none of the content, nor any direct product there from, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
16.5 This Website could include inaccuracies or typographical errors. Armanta tries to make the information on the Website accurate and current but does not guarantee it. Use of such information is at your own risk. Armanta may modify the content, products, services, and prices described in this Website at any time without notice. Armanta may amend these terms at any time by posting the amended terms on the Website.
16.6 The failure of Armanta to exercise or enforce any right or provision of the terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the terms remain in full force and effect. The section titles in the terms are for convenience only and have no legal or contractual effect.
Armanta Trademark Notices
Armanta and the Armanta logo are trademarks or registered trademarks of Armanta Corporation in the United States and/or other countries.