1. DESCRIPTION OF SERVICES.
2. ACCEPTANCE OF TERMS.
You agree that your use of the Site and the Services as either a Guest (when you browse or use the free features of the Site) or a Member (when you have subscribed to the Site) are subject to the TOU in this Agreement. The term "User" refers to a Guest or Member on the Site. You are only authorized to use the Site and the Services if you agree to abide by all applicable laws and to the TOU in this Agreement. Please read this Agreement carefully. If you do not agree with the TOU, you should leave the Site and discontinue use of the Services.
HPH may modify the TOU in this Agreement from time to time, with or without notice to you, and such modifications shall be effective upon posting by HPH on the Site. You agree to be bound by any changes to the TOU when you use the Site or the Services after any such modification is posted. It is therefore important that you review the TOU in this Agreement regularly to ensure that you are updated as to any changes.
This Agreement, and any posted revisions to the TOU in this Agreement, shall remain in full force and effect while you use the Site and the Services. You may terminate your Membership at any time, for any reason. After your Membership terminates, either by you or by HPH, this Agreement will terminate, provided, however, terms which by their nature continue shall survive termination and continue until fulfilled.
1. GENERAL CONDITIONS.
Any specific features of the Site to be provided to Members by subscription will be defined through the Services Schedule [link to Services Schedule]. This Agreement governs the Services Schedule, unless the Services Schedule specifies otherwise. Members shall make payments to HPH as specified in the Services Schedule.
2. PRIVACY AND PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION.
3. HPH INTELLECTUAL PROPERTY.
3.1 Ownership of HPH Content. The Site and the Services contain content protected by copyright, trademark, and other law ("HPH Content"), and HPH owns and retains all rights in this content.
3.2 Ownership of HPH Codes. HPH owns and retains all rights in the item codes and underlying data included in the "HPH Plumbing and Mechanical Catalog" database, which is the subject of a United States Copyright Registration, owned by HPH (the "HPH Codes"). You agree that you will not, without an express license from HPH, cross-reference, transfer, distribute, transmit, or otherwise use, the HPH Codes except in connection with the Site and the Services.
3.3 COPYRIGHT NOTICE. Copyright © 2012 Harrison Publishing House, Inc. All rights reserved.
3.4 TRADEMARK. CINX is a trademark of Harrison Publishing House, Inc.
4. USE OF PROJECT DOCUMENTS.
You agree that you will not share Project Documents with other Users or third parties except as expressly permitted by the Service. You further agree that you will under no circumstances share, or facilitate the sharing of, Project Documents with any party that is in competition with the party providing the Project Documents. For purposes of this Agreement, "Project Documents" means any pricing estimates, pricing quotes, purchase orders, requests for quotes, requisitions, project manuals, project models, project plans, or other business documents (i) entered into the Site (ii) exchanged between Users and/or (iii) generated as output by the Site.
5. NOTICE SPECIFIC TO INFORMATION AVAILABLE ON THIS SITE
5.1 Monitoring of Content. HPH and its agents and designees reserve the right to monitor, restrict access to, edit, modify or remove any content on the Site. HPH reserves the right at all times to disclose any information HPH deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, modify, refuse to post or to remove any information or materials, in whole or in part, in HPH's sole discretion. THESE RIGHTS WILL NOT BE CONSTRUED TO CREATE ANY LIABILITY TO HPH IN CONNECTION WITH ANY CONTENT. Materials uploaded to the Site may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
5.2 DISCLAIMERS AND LIMITATIONS ON LIABILITY. The Site contains content published and posted by Users and links to third party websites. User content does not necessarily reflect the opinions or policies of HPH. When you access third party websites, you do so at your own risk. Third party links published or posted by Users do not constitute or imply an approval or endorsement by HPH of any information, materials, documents, services or products available on third party websites. HPH makes no representations about the suitability or accuracy of information, documents, materials, services or products published, posted or made available as part of the content, services or products offered by Users for any purpose. ALL SUCH INFORMATION, MATERIALS, CONTENT, SERVICES AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY HPH.
EXCEPT FOR ANY WARRANTIES EXPRESSLY MADE HEREIN, HPH PROVIDES THE SERVICES TO YOU ON AN "AS-IS" BASIS. NEITHER HPH NOR ANY OF ITS LICENSORS OR SUPPLIERS, MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EACH SPECIFICALLY DISCLAIMS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY, SUBJECT TO THE LAWS OF STATES WHICH DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. YOU ACKNOWLEDGE THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICE. INFORMATION CONTAINED IN THE SERVICE AND COMMUNICATIONS DURING THE USE OF THE SERVICE WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF HPH AND ITS SUPPLIERS. ACCORDINGLY, HPH ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SERVICE.
HPH DOES NOT WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE FUNCTIONING WILL BE UNINTERRUPTED OR FREE OF ERRORS. HPH ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER'S CONTENT OR COMPUTER. HPH IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY E-MAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS ON THE INTERNET OR ON THE SITE OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO ANY USER'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH USING THE SITE OR THE SERVICES. UNDER NO CIRCUMSTANCES SHALL HPH BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY USER CONTENT POSTED ON OR THROUGH THE SITE, OR FROM THE CONDUCT OF ANY USERS OF THE SITE OR THE SERVICES, WHETHER ONLINE OR OFFLINE.
HPH IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY, WITH RESPECT TO ANY CONTENT POSTED BY ANY USERS ON THE SITE, EXCEPT FOR MATERIAL POSTED OR PUBLISHED BY A REPRESENTATIVE OF HPH, EVEN IF THAT MATERIAL VIOLATES THIS AGREEMENT.
THE ENTIRE, CUMULATIVE LIABILITY OF HPH FOR DAMAGES AND INDEMNIFICATION UNDER ANY THEORY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU FOR THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST NOTIFY HPH OF ANY CLAIM GIVING RISE TO DAMAGES OR INDEMNIFICATION UNDER THIS AGREEMENT BY HPH. THIS LIMITATION WILL APPLY, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER A CLAIM OR ACTION SOUNDS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY.
PLEASE NOTE THAT SOME OF THESE LIMITATIONS ON LIABILITY MAY NOT BE ENFORCEABLE IN SOME STATES, AND IF SO, THEY ARE NOT APPLICABLE TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
YOU HEREBY AGREE TO RELEASE HPH, ITS AFFILIATES AND AGENTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE AND SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
YOU ACKNOWLEDGE AND AGREE THAT HPH WOULD NOT HAVE POSTED THIS SITE BUT FOR THESE DISCLAIMERS OF LIABILITY, AND AGREE THAT THE TERMS ARE REASONABLE.
6. MEMBER ACCOUNT, PASSWORD, AND SECURITY.
To become a Member of the Site, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a User name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur on your account. You agree to notify HPH immediately of any unauthorized use of your account or any other breach of security. HPH will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by HPH or another party due to someone else using your account or password. You may not use any other Member's account or password at any time without the permission of that Member.
7. NO UNLAWFUL OR PROHIBITED USE.
As a condition of your use of the Site and the Services, you will not use the Site or the Services for any purpose that is unlawful or prohibited by the TOU in this Agreement. HPH reserves the right to investigate and take appropriate legal action against any Users who, in HPH's sole discretion, violate this provision, including, without limitation, refusing to post, removing, editing or modifying any offending content, or denying, restricting, suspending or terminating your access to all or any part of the Site or the Services, or suspending or terminating your Membership on the Site, with or without prior notice or explanation, and without liability to HPH. HPH has no obligation to take any of the above-referenced actions, and is not responsible for the conduct of any Users who violate this provision. The following prohibitions apply to all of the Services on the Site. You will not:
7.1 Use the Services in any manner that could damage, disable, overburden, or impair any of the Site's servers or the network(s) connected to any of the Site's servers, or interfere with any other party's use and enjoyment of the Services.
7.2 Attempt to gain unauthorized access to any of the Services, other accounts, computer systems or networks connected to any Site server or to any of the Services, through hacking, password mining or any other means.
7.3 Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
7.4 Use the Services, or contact Users in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative, exploitive or unsolicited messages (commercial or otherwise).
7.5 Defame, abuse, harass, stalk, threaten, offend, provoke, name call, or otherwise violate the legal rights (including the rights of privacy and publicity) of others.
7.6 Publish, post, upload, disseminate, use or make comments which are of an abusive, violent, inappropriate, vulgar, profane, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable or unlawful nature.
7.7 Publish, post, discuss, upload, disseminate or mention information that contains content intended to victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, race, ethnicity, age, disability, or sexual orientation. Hate speech of any kind is not permitted on the Site.
7.8 Publish, post, discuss, upload, disseminate or mention illegal activities of any kind, including, without limitation, references to illegal drug use, terrorist activities, making or buying illegal weapons, violating someone else's privacy or child pornography.
7.9 Publish, post, upload, disseminate, post Web links to or otherwise make available any content, which is obscene, lewd, violent, sexually explicit, pornographic or otherwise objectionable or illegal.
7.10 Publish, post, upload, use or otherwise make available, pass off as your own, or solicit for exchange, sale or purchase, any content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
7.11 Post, upload, disseminate, link to, use, modify, copy, reproduce, republish, transmit or otherwise make available any content, which is made available through the Site and the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other personal or proprietary right of any party.
7.12 Publish, post, upload, disseminate, use, link to or otherwise make available any image, photograph or picture of any other person or User without that person's or User's consent.
7.13 Solicit information of any kind from or exploit in any way Users who are under the age of 18.
7.14 Upload files to the Site that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
7.15 Harvest, solicit or otherwise collect personal information from or about other Users for any purpose.
7.16 Use the Site or the Services in any manner which is inconsistent with or violates any applicable laws or regulations.
7.17 Create a false identity on the Site for the purpose of misleading others.
7.18 Publish, post, disseminate, link to, upload, use, copy or otherwise make available (whether or not for a fee) any directory of Users of the Services.
7.19 Register on the Site under a new User name if HPH has restricted, suspended or terminated your use or Membership on the Site.
7.20 Register more than once or register more than one User name on the Site. If you register more than once or register any additional User name(s), HPH will delete any additional registration and/or User name from the Site and system.
7.21 Register with a User name that is offensive, deceptive or violates any other party's rights.
7.22 Register on the Site if you are under the age of 14.
7.23 Register on the Site with a non-working or inactive e-mail address, or someone else's e-mail address other than your own.
7.24 Publish, post, upload, disseminate, discuss, mention or insinuate false information about other Users.
8. UNSOLICITED IDEA SUBMISSION POLICY.
We welcome your comments and feedback about the Site and the Services. However, HPH does not accept or consider unsolicited submissions concerning its business or operations, including, but not limited to, original ideas for new advertising campaigns, promotions, products, services, technologies, processes, materials, marketing plans or new product/service names. Please do not send HPH such submissions. The purpose of this policy is to avoid potential misunderstandings or disputes when HPH's services, products or marketing strategies appear similar to ideas submitted to HPH. All such submissions to HPH are considered the property of HPH. HPH does not have an obligation to protect the confidentiality of any such submission. HPH will exclusively own all known or later-existing rights to such submission worldwide, and will be entitled to the unrestricted use of any such submission for any purpose, without compensation to you or any third party provider of such submission.
9. COPYRIGHT COMPLAINTS.
Materials may be made available on the Site by third parties not within our control. HPH respects the intellectual property rights of others, and we ask the Users of the Site and the Services to do the same. It is our policy not to permit materials known by HPH to infringe another party's copyright to remain on the Site. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, or that the Site contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify HPH by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512) to our copyright agent set forth below:
9.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
9.2 Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
9.3 Identification of the material that is claimed to be infringing 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 HPH to locate the material;
9.4 Information reasonably sufficient to permit HPH to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
9.5 A statement that the complaining party has 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
9.6 A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Downs Rachlin Martin PLLC
199 Main St.,
PO Box 190
10. JURISDICTION AND DISPUTES.
This Agreement is governed by the laws of the State of New Hampshire, USA, without regard to its conflicts of laws provisions, the state and federal courts of which have sole and exclusive jurisdiction to resolve any actions or claims arising out of or in connection with your use of the Site and/or the Services, your breach of this Agreement and/or arising from any breach of your representations and warranties set forth in this Agreement. You submit to the jurisdiction of such courts for such purpose, and agree not to contest venue as appropriate in New Hampshire. The parties waive the right to trial by jury.
You agree to indemnify and hold HPH, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services and/or the Site in violation of this Agreement and/or from any breach of this Agreement.