Terms of
Use
IMPORTANT-READ
CAREFULLY:
The TERMS OF
USE ("TOU") is a legal agreement between you (either as an individual
or any other legal entity) ("You" or "Your") and CompuSol,
Inc. ("CompuSol"). Your access to, and use of CompuSol websites
("Website") is subject to, and governed by, these TOU. Be sure to
carefully read and understand all of the rights and restrictions delineated in
these TOU. For Your reference, You may print the TOU by using the
"Print" option on Your browser. By accessing the Website, you confirm
your agreement to and acceptance of these terms. CompuSol reserves the right to
update the TOU at any time without notice to You. You may view the current
applicable version of the TOU at any time by clicking on the "Terms of
Use" link at the bottom of each Website page.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, CERTAIN COMPUSOL WEBSITES INCLUDING,
BUT NOT LIMITED TO PASSWORD PROTECTED SITES, CONTAIN TERMS OF USE IN ADDITION
TO, OR DIFFERENT FROM THE TOU AND THE TERMS OF USE POSTED ON SUCH WEBSITES SHALL
APPLY.
1. Access.
CompuSol has the right, but not the duty, to terminate or suspend Your access to
the Website, without notice, for any conduct that CompuSol, in its sole
discretion, believes is in violation of any applicable law or is harmful to the
interests of another user, a third-party provider, a service provider or
CompuSol. CompuSol makes no representation that the information contained in the
Website is appropriate or available for use throughout the world. It is
forbidden to access the Website from territories where the legislation provides
that the content or use of the Website is illegal. You choose to use the Website
on Your own initiative, and it is Your responsibility to ensure that You conform
to all applicable local laws.
2.
Copyright. CompuSol, its suppliers or the original creator of the material
own all copyrights to material on the Website and all other intellectual
property rights related to the Website. To the extent that CompuSol has the
right to do so without compensation to third parties, and except for material
specifically provided under other terms, CompuSol grants You permission to copy
materials on the Website solely for Your non-commercial use in support of
CompuSol products. You agree that any copies of material shall retain all
copyright and other proprietary notices in the same form and manner as the
original. You may not, without CompuSol's permission, "mirror" any
material contained on the Website or any other server. Except as specified
above, nothing contained herein shall be construed as conferring by implication,
estoppel or otherwise any license or right under any trademark, patent,
copyright, mask work protection right or any other intellectual property right
of CompuSol or any third party.
3.
Trademarks. CompuSol and the CompuSol logo are trademarks or service marks,
registered or not, of CompuSol. Nothing in the Website may be interpreted so as
to grant to You, directly or indirectly, the use of a trademark or service mark
reproduced on the Website, whether belonging to CompuSol or third party
suppliers, without the written permission of CompuSol.
4.
Information Provided to CompuSol.
4.1.
CompuSol does not want You to, and You should not, send any confidential or
proprietary information to CompuSol via the Website. Any submission by You to
CompuSol, including but not limited to questions, comments, suggestions or the
like shall be deemed to be non-confidential and shall become the property of
CompuSol. Furthermore, by Your submission You grant CompuSol an unrestricted,
irrevocable license to use, reproduce, display, perform, modify, transmit, and
distribute such information. CompuSol shall be free to use any ideas, concepts,
know-how or techniques contained in such information for any purpose whatsoever,
including but not limited to developing, manufacturing, and marketing products
incorporating such information.
5. Links.
THE LINKS ON THE WEBSITE WILL LET YOU LEAVE COMPUSOL'S SITE. THE LINKED SITES
ARE NOT UNDER THE CONTROL OF COMPUSOL AND COMPUSOL IS NOT RESPONSIBLE FOR THE
CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY
CHANGES OR UPDATES TO SUCH SITES. COMPUSOL IS NOT RESPONSIBLE FOR WEBCASTING OR
ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. COMPUSOL IS
PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY
LINK DOES NOT IMPLY ENDORSEMENT BY COMPUSOL OF THE SITE.
6. Product
Availability. The availability of the products described on the Website, and
the product descriptions, may vary from country to country. You should consult
the applicable CompuSol affiliate or authorized distributor for availability of
specific products in Your area.
7. Export
of Information. The United States Export Controls laws prohibit the export of
certain technical data and software to certain territories. No content from the
Website may be downloaded or otherwise exported in violation of United States
law or any other local law from where You may be accessing the Website. You
agree to comply with all United States and foreign Federal, State and local laws
and regulations applicable to the use of the Website.
8.
Limitation of Liability. COMPUSOL, ITS RELATED COMPANIES, DIRECTORS, EMPLOYEES,
REPRESENTATIVES OR AGENTS MAY NOT, UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR
ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OF (OR THE INABILITY TO USE) THE WEBSITE OR ANY
MATERIAL ON THE WEBSITE. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OF DATA
OR LOSS OF PROFIT, EVEN IF COMPUSOL WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IF ALL OR PART OF THIS LIABILITY IS FOUND UNENFORCEABLE FOR ANY REASON,
THEN COMPUSOL'S MAXIMUM AGGREGATE LIABILITY UNDER SUCH CIRCUMSTANCES FOR
LIABILITY THAT WOULD OTHERWISE HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED
DOLLARS ($100).
9.
Assignment. The TOU may not be assigned or transferred by You without the
prior written consent of CompuSol. CompuSol may assign the TOU to any affiliate
or third party in part or in whole.
10.
Disputes.
10.1.
Any controversy or claim arising out of or in connection with the TOU, its
enforcement or interpretation ("Dispute"), will be finally resolved
solely in accordance with the terms of this Section 10.
10.2.
If a Dispute arises, the parties will endeavor to resolve the Dispute through
good faith negotiation within forty-five (45) days of notification of the
Dispute. If the Dispute cannot be settled through good faith negotiation,
CompuSol and You will submit the Dispute to non-binding mediation conducted by
the American Arbitration Association ("AAA") or any other mutually
acceptable alternate dispute resolution organization. Each party shall bear its
own expenses but those related to the compensation of the mediator shall be
borne equally. The parties, their representatives, other participants and the
mediator (and arbitrator, if any) shall hold the existence, content and result
of mediation in confidence. If the Dispute is not resolved through mediation,
claims may be brought in a state or federal court of competent jurisdiction or
resolved through binding arbitration. Notwithstanding the foregoing, CompuSol
shall be entitled to take immediate legal action where required to protect its
confidential or proprietary information, or to obtain any interim injunction.
10.3.
Actions on Disputes between the parties with respect to the TOU must be brought
in accordance with this Section 10 within two years after the cause of action
arises.
11.
Governing Law. The validity, construction and performance of this Agreement will
be governed by the substantive laws of the State of New York, without giving
effect to any provisions that would result in this Agreement being governed by
the law of any jurisdiction other than that of the State of New York. The
parties specifically disclaim the UN Convention on Contracts for the
International Sale of Goods. Subject to Section 10, the parties hereby consent
to the exclusive jurisdiction of, and venue in, any federal or state court of
competent jurisdiction located in the Borough of Manhattan, New York City for
the purposes of adjudicating any matter arising from or in connection with this
Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS AGREEMENT AND/OR THE USE OF THE WEBSITE.
12. Access
to Password Protected/Secure Areas. Access to and use of password
protected and/or secure areas of the Website is restricted to authorized users
only. Unauthorized individuals attempting to access these areas of the Website
may be subject to prosecution.
13. Data
Privacy.
13.1.
You and CompuSol agree that they shall comply in all respects with all
applicable data protection laws and regulations (or any legislation or
regulations amending or replacing the same) (together, the "Data Protection
Laws").
13.2.
You shall in connection with these TOU (i) not do or permit anything to be done
through an act or omission which might jeopardise or contravene CompuSol's
liability under Data Protection Laws; and (ii) enter into such agreements as
CompuSol shall reasonably require in relation to the cross border migration of
personal data.
13.3.
You shall indemnify and keep CompuSol fully indemnified against any and all
liability, loss, damage, costs (including legal costs) and expenses which
CompuSol, or any CompuSol affiliate may incur or suffer whether direct or
consequential (including without limitation any economic loss or other loss of
profits, business or goodwill) as a result of any breach of Section 13.2.
13.4.
WHEN YOU SUBMIT PERSONAL DATA TO COMPUSOL ON THE WEBSITE OR WHEN REGISTERING FOR
THE WEBSITE, COMPUSOL MAY TRANSFER AND/OR RETAIN THE PERSONAL DATA YOU SUBMITTED
TO A COUNTRY OUTSIDE THE COUNTRY IN WHICH YOU ARE LOCATED OR FROM WHERE SUCH
PERSONAL DATA WAS COLLECTED, WHICH MAY NOT HAVE THE SAME OR EQUIVALENT DATA
PRIVACY PROTECTIONS. IF YOU DO NOT APPROVE OF SUCH TRANSFER AND/OR RETENTION, DO
NOT SUBMIT PERSONAL DATA TO COMPUSOL.
13.5.
BY AGREEING TO THESE TOU, YOU ARE AGREEING THAT COMPUSOL MAY SHARE YOUR PERSONAL
DATA AND OTHER INFORMATION (WITH THE EXCEPTION OF ACCOUNT, CREDIT CARD AND
ORDERING INFORMATION) WITH THIRD PARTIES IN CASES WHERE COMPUSOL BELIEVES YOUR
BUSINESS INTERESTS WILL BE SERVED. IF YOU DO NOT APPROVE OF COMPUSOL SHARING
YOUR PERSONAL DATA AND OTHER INFORMATION IN SUCH A FASHION, DO NOT AGREE TO
THESE TOU.
13.6
Please click on the "Privacy Statement" link at the bottom of each
Website page for disclosures relating to the collection and use of Your personal
information.
14.
Software License terms. Any software You download from the Website is governed
by (i) the license terms accompanying the software or (ii) if no license terms
accompany the software, the terms of Your license agreement with CompuSol which
accompanied the original product licensed by You which you are updating or (iii)
if neither (i) or (ii) is applicable, the Software License Agreement below.
Software
License Agreement
(1) License
Grant. CompuSol grants to you, subject to the following terms and
conditions, a nonexclusive, nontransferable right to use the software on a
single processor at a time. CompuSol reserves all rights not expressly granted
to you.
(2) Protection
of Software. You agree to use Your best efforts to protect the software and
documentation from unauthorized copy or use. The software source code represents
and embodies trade secrets of CompuSol and/or its licensors. The source code and
embodied trade secrets are not licensed to you and any modification, addition or
deletion is strictly prohibited. You agree not to disassemble, decompile, or
otherwise reverse engineer the software in order to discover the source code
and/or the trade secrets contained in the source code.
To the extent
that the software is located in a Member state of the European Community and you
need information about the software in order to achieve interoperability of an
independently created software program with the software, you shall first
request such information from CompuSol. Unless CompuSol refuses to make such
information available, you shall not take any steps, such as reverse assembly or
reverse compilation, to derive a source code equivalent to the software.
CompuSol may charge you a reasonable fee for the provision of such information.
(3) Copies.
You may make a single archive copy of the software. You may not copy
documentation unless it carries a statement that copying is permitted. All
proprietary rights notices must be faithfully reproduced and included on all
copies.
15.
Forward-Looking Statements. Some of the information on this Website may contain
forward-looking statements. These statements are only predictions based on our
current expectations and projections about future events. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause CompuSol's actual results, level of activity,
performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the
forward-looking statements. In this regard, You should specifically consider the
numerous risks outlined in our SEC filings.
16.
Disclaimers.
16.1
WHILE COMPUSOL ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON THE WEBSITE, IT
ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. COMPUSOL MAY
CHANGE THE INFORMATION ON THE WEBSITE, OR THE PRODUCTS MENTIONED, AT ANY TIME
WITHOUT NOTICE. MATERIAL, INCLUDING SOFTWARE, ON THE WEBSITE AND THE WEBSITE
ITSELF IS PROVIDED "AS IS" AND COMPUSOL DOES NOT PROVIDE ANY WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED. COMPUSOL SPECIFICALLY DISCLAIMS ANY WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
WEBSITE OR ANY CONTENT OR MATERIAL ON THE WEBSITE.
16.2
COMPUSOL MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS,
(ii) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE
ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
16.3
ANY MATERIAL OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR SOFTWARE.
16.4
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPUSOL
OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THE TOU.
This
constitutes the entire agreement between the parties with respect to the Website
and its use and, except with respect to CompuSol Websites containing additional
or different terms of use, supersedes all prior agreements, proposals,
communications between the parties and understandings, whether written or oral.