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PLEASE
READ THIS AGREEMENT CAREFULLY BEFORE USING THIS
SITE.
This is a binding agreement ("Agreement") between
MSMcElrath ("MSMcElrath") and you
("You" or Your"). This Agreement governs Your use of
this website (www.MSMcElrath.com) (the "Site"),
including, without limitation, all content such as
text, information, images, contracts, software and
other downloadable material (collectively, the
"Materials") and all services (the "Services") made
available to You through this Site by MSMcElrath
and/or third parties.
BY DOWNLOADING ANY MATERIALS, USING SERVICES OR
USING THIS SITE, YOU AGREE TO THE TERMS OF THIS
AGREEMENT.
1. OWNERSHIP OF MATERIALS
All Materials and Services on this Site are provided
by MSMcElrath unless indicated otherwise. All
intellectual property rights in the Materials and
Services (including copyrights, trademarks, service
marks, trade secrets and patents) are the property
of MSMcElrath. MSMcElrath retains all copyrights in
the individual pages, and their components, and
collective works available at the Site.
The Materials and Services are copyrighted and are
protected by federal and worldwide copyright laws
and treaty provisions. They may not be copied,
reproduced, modified, published, uploaded, posted,
transmitted, performed, or distributed in any way,
without MSMcElrath's prior written permission. All
other names and trademarks are the property of their
respective holders.
2. SINGLE COPY LICENSE
Any unauthorized use of any Materials or Services at
this Site may violate copyright, trademark, and
other laws. You may download one copy of the
Materials found on the Site for use with the
Services. This is a license, not a transfer of
title, and is subject to the following restrictions:
You may not: (a) modify the Materials or Services or
use them for any commercial purpose, or any public
display, performance, sale or rental; (b) decompile,
reverse engineer, or disassemble software Materials
or Services except and only to the extent permitted
by applicable law; (c) remove any copyright or other
proprietary notices from the Materials or Services;
(d) transfer the Materials to another person. You
agree to prevent any unauthorized copying of the
Materials or Services.
3. TERMINATION OF THIS LICENSE
MSMcElrath may terminate this license at any time if
you are in breach of the terms of this Agreement.
Upon termination, you will immediately destroy the
Materials and cease the use of the Services.
4. SECURITY
Certain pages on this Site are intended by MSMcElrath
to require an e-mail address and password to access
and use the Materials and Services on the Site.
Certain other Materials or Services on the Site may
require additional codes. You are solely responsible
for (1) maintaining the strict confidentiality of
the e-mail address, passwords and codes
(collectively, "IDs") assigned to you, (2) any
charges, damages, or losses that may be incurred or
suffered as a result of your failure to maintain the
strict confidentiality of the IDs and (3) promptly
informing MSMcElrath in writing of any need to
deactivate an ID due to security concerns. MSMcElrath
is not liable for any harm related to the theft of
Your IDs, your disclosure of your IDs, or your
authorization to allow another person or entity to
access and use the Site using Your IDs. You agree to
immediately notify MSMcElrath of any unauthorized use
of your IDs.
5. GENERAL DISCLAIMERS
THESE MATERIALS AND SERVICES ARE PROVIDED "AS IS"
WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR
FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES
ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. IN
NO EVENT SHALL MSMcElrath, ITS PARENTS, SUBSIDIARIES,
AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS,
OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE
LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL
DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT,
COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS
OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR
RELATING TO (1) THE USE OF OR INABILITY TO USE THE
MATERIALS OR SERVICES, OR (2) RELIANCE ON THE
CONTENT, MATERIALS OR SERVICES; OR (3) ERRORS,
INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS,
SECURITY BREACHES, OR (4) ANY OTHER FAILURE TO
PERFORM BY MSMcElrath OR MSMcElrath'S CONTENT
PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF
WHETHER MSMcElrath HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. MSMcElrath ALSO MAKES NO
REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO
AND USE OF THE SITE, MATERIALS OR SERVICES (1) WILL
BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF
VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL
COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR
SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL
PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO
PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR
HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE
SITE.
Because some jurisdictions may not permit each of
these disclaimers and limitations, the above
limitations may not apply to you. MSMcElrath and its
parents, subsidiaries, affiliates and their
respective members, directors, officers, employees,
stockholders and agents further do not warrant the
accuracy or completeness of the information, text,
graphics, links or other items contained within
these Materials or Services. MSMcElrath may make
changes to these Materials or Services, or to the
products described therein, at any time without
notice. MSMcElrath makes no commitment to update the
Materials or Services. Any description of Materials
or Services is not a representation that any such
Materials or Services are available for sale, use or
distribution in your location.
6. SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
From time to time, MSMcElrath or its representatives
may have made or may make forward-looking
statements, orally or in writing. Such
forward-looking statements may be included in, but,
not limited to, press releases, oral statements made
by or with the approval of an authorized executive
officer, or in this Site or other filings made by
MSMcElrath with the Securities and Exchange
Commission. The words or phrases ''trend,''
''expect,'' ''grow,'' ''will,'' ''could,'' ''likely
result,'' ''planned,'' ''continued,''
''anticipated,'' ''estimated,'' ''projected,''
''scheduled,'' ''could have,'' ''intended,''
''believes,'' ''continuing,'' ''considers,'' ''may
be,'' ''assessed,'' ''contingency,'' or similar
expressions are intended to identify
''forward-looking statements'' within the meaning of
the Private Securities Litigation Reform Act of
1995.
MSMcElrath wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so
as to maximize to the fullest extent possible the
protections of the safe harbor established in said
Act. Accordingly, such statements are qualified in
their entirety by reference to and are accompanied
by the following discussion of certain important
factors that could cause actual results to differ
materially from such forward-looking statements.
Factors that could cause actual results to
materially differ include, without limitation, the
cyclical nature of MSMcElrath's business, adverse
economic and market conditions, fluctuating costs of
raw materials, including steel and delays in the
delivery of such raw materials and components.
Except as otherwise required by law, MSMcElrath
expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any
such statements to reflect any change in MSMcElrath's
expectations or any change in events, conditions or
circumstances on which any such statement is based.
Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results.
7. INDEMNITY
You agree to defend, indemnify and hold MSMcElrath,
its parents, subsidiaries, affiliates and their
respective members, directors, officers, employees,
stockholders and agents harmless against any losses,
expenses, costs or damages (including MSMcElrath's
reasonable attorneys' fees, expert fees' and other
reasonable costs of litigation) arising from,
incurred as a result of, or in any manner related to
(1) your breach of this Agreement, (2) your
unauthorized or unlawful use of the Site, the
Materials or the Services and (3) the unauthorized
or unlawful use of the Site by any other person
using your IDs.
8. USER SUBMISSIONS
Unless otherwise agreed in writing prior to your
submission, any material, information or other
communication you transmit or post to this Site will
be considered non-confidential and non-proprietary
("Communications"). MSMcElrath will have no
obligations with respect to the Communications.
MSMcElrath and its designees will be free to copy,
disclose, distribute, perform, incorporate and
otherwise use the Communications and all data,
images, sounds, text, and other things embodied
therein for any and all commercial or non-commercial
purposes to the extent permitted by applicable law.
You are prohibited from posting or transmitting to
or from this Site any unlawful, threatening,
libelous, defamatory, obscene, pornographic, or
other material that would violate any law.
Any attempt to obtain unauthorized access or to
exceed authorized access to the Site shall be
considered a trespass and computer fraud and abuse,
punishable under state and federal laws. MSMcElrath
hereby notifies you that any or all communications
with this Site can and will be monitored, captured,
recorded, and transmitted to the authorities as
deemed necessary by MSMcElrath in its sole discretion
and without further notice.
9. COOPERATION WITH GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable law,
MSMcElrath will cooperate with local, state, federal,
international and/or worldwide government
authorities to protect this Site, visitors,
customers, MSMcElrath, its parents, subsidiaries,
affiliates and their respective members, directors,
officers, employees, stockholders and agents and
operational providers, to prevent unauthorized use
of this Site.
10. LINKS TO OTHER MATERIALS
The linked sites are not necessarily under the
control of MSMcElrath and MSMcElrath is not
responsible for the content of any linked site or
any link contained in a non-affiliated linked site.
MSMcElrath reserves the right to terminate any link
or linking program at any time. MSMcElrath has
selected the links for your convenience. The
selection or omission of links is not intended to
endorse any particular companies or products. If you
decide to access any of the third party sites linked
to this Site, you do this entirely at your own risk.
Any links to any portion of the Site shall be the
responsibility of the linking party, and MSMcElrath
shall not be responsible for notification of any
change in name or location of any information of the
Site. MSMcElrath reserves the right to request any
website administrator to disable or remove any link
that violates any rights of MSMcElrath or causes
interruption or deterioration of Materials or
Services provided by MSMcElrath. Failure to abide by
this request shall be dealt with as any other
unauthorized use or access to MSMcElrath resources.
11. APPLICABLE LAWS
This Site is controlled by MSMcElrath from its
offices within the State of Texas. MSMcElrath makes
no representation that Materials or Services in this
Site are appropriate or available for use in other
locations, and access to them from territories where
their content is illegal is prohibited. Those who
choose to access this Site from other locations do
so on their own initiative and are responsible for
compliance with applicable local laws. You may not
use or export the Materials or Services in violation
of United States export laws or regulations. Any
claim relating to the Materials or Services shall be
governed by the internal substantive laws of the
State of Texas.
12. DISPUTE RESOLUTION
Any dispute between MSMcElrath and you arising out of
this Agreement shall be resolved first by direct
communication with one or more of MSMcElrath's
management team members. Should MSMcElrath and you be
unable to resolve the dispute by communication,
either MSMcElrath or you may submit any dispute
arising out of or relating to this Agreement, or the
breach thereof, to final and binding arbitration
administered by the American Arbitration Association
nearest the place of MSMcElrath’s headquarters and
pursuant to Texas law.
The arbitrator shall fully implement the intent and
purposes of this Agreement and indemnify
non-breaching parties for and hold them harmless
from all losses, costs, and expenses (including
costs of arbitration and reasonable attorneys' fees)
resulting from any breach or from defending against
any allegations of a breach determined to be
unfounded.
13. ENTIRE AGREEMENT
This Agreement, including the Privacy Policy, which
is incorporated herein by this reference, contains
the entire agreement between you and MSMcElrath
relating to the subject matter hereof, and
supersedes any other oral or written communications
relating thereto. This Agreement may not be amended
or supplemented by (1) any document or form
originated by you relating to the subject matter
hereof, or (2) statements of any of MSMcElrath's
employees. MSMcElrath reserves the right to make
changes to this Agreement at any time without
advance notice. MSMcElrath agrees to post all amended
forms of this Agreement on the Site and such amended
forms shall be effective immediately upon its
posting. It is at all times your responsibility to
read the most current form of this Agreement before
using the Site to ensure that you agree to the terms
and conditions of any amendments made to this
Agreement. You agree that these standards for notice
of amendments to this Agreement are reasonable.
14. TERMINATION
Your right to access and use the Site, Materials
and/or Services immediately terminates without
further notice upon your breach of this Agreement.
MSMcElrath may terminate this Agreement and/or your
right to use the Site at any time, with or without
cause. Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, 15, 21
and 22 of this Agreement survive the expiration or
termination of this Agreement for any reason
whatsoever. MSMcElrath reserves the right to
discontinue or make changes to the Site, Material
and/or Services at any time.
15. ASSIGNMENT
MSMcElrath may assign this Agreement, in whole or in
part, in its sole discretion. You may not assign
your rights under this Agreement without MSMcElrath's
prior written permission. Any attempt by you to
assign your rights under this Agreement without
MSMcElrath's permission shall be void.
16. WAIVER OF BREACH
Any failure to enforce any term or provision of this
Agreement shall not be deemed a waiver of that or
any other breach of that or any other term or
provision of this Agreement. In addition, any
failure to enforce any term or provision of this
Agreement shall not constitute a waiver of a future
breach of that or any other term or provision of
this Agreement.
17. FORCE MAJEURE
MSMcElrath shall not be liable for any failure or
unavailability of the Site, the Materials and/or the
Services or failure by MSMcElrath to perform a
transaction as a result of strikes, lockouts,
calamities, acts of God, unavailability of
suppliers, the loss or destruction of data, the
determination or corruption of storage media, power
failures, natural phenomena, riots, acts of
vandalism, acts or omissions of civil or military
authority, war, terrorism or any other event beyond
MSMcElrath's control.
18. NOTICE
If you object to any material found on this Site,
please bring your concerns to the attention of
MS McElrath, MSMcElrath@MSMcElrath.com. The
website administrator reserves the right to remove
any material alleged to be infringing any
third-party rights pending further investigation.
19. HEADINGS
The headings of articles and sections contained in
this Agreement are for reference purposes only and
shall not affect in any way the meaning or
interpretation of this Agreement.
20. INVALIDITY
If any provision of this Agreement shall be held, be
deemed or shall in fact be, invalid, inoperative or
unenforceable as applied to any particular case or
circumstance because of the conflicts of any
provision with any law, regulation, ordinance or for
any other reason, the provision or provisions in
question shall not be invalid, inoperative or
unenforceable in any other case or circumstance, nor
shall any other provision or provisions herein
contained thereby be or become invalid, inoperative
or unenforceable and such provision shall be
reformed so that it would be valid, operative and
enforceable to the maximum extent permitted in such
circumstances.
21. GENERAL
MSMcElrath and/or its parents, subsidiaries or
affiliates may revise this Agreement at any time by
updating this posting. You agree to be bound by this
Agreement and any modifications to this Agreement
occurring prior to your continued use of the
Materials or Services or access to the Site. You
should visit this Agreement from time to time to
review the then current terms of this Agreement
because they shall be equally binding on you.
Certain provisions of this Agreement may be
superseded by expressly designated legal notices or
terms located on particular pages at this Site. |
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