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| Stuart McElrath
Company Terms of Use are rules which one must agree to abide
by in order to use our website.
These terms govern the use of this website's content such as
information, images, and other downloadable material. |
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| SMC
| Terms of Use |
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PLEASE READ THIS AGREEMENT
CAREFULLY BEFORE USING THIS SITE.
This is a binding agreement ("Agreement") between the Stuart
McElrath Company ("SMC") and you ("You" or Your"). This
Agreement governs Your use of this website (www.stuartmcelrath.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 SMC 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 SMC
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 SMC. SMC 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 SMC'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
SMC 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 SMC 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 SMC in
writing of any need to deactivate an ID due to security
concerns. SMC 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 SMC 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 SMC, 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
SMC OR SMC'S CONTENT PROVIDERS. THE FOREGOING SHALL APPLY
REGARDLESS OF WHETHER SMC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SMC 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. SMC 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. SMC may make changes to these
Materials or Services, or to the products described therein,
at any time without notice. SMC 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, SMC 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 SMC 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. SMC
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 SMC'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, SMC expressly disclaims
any obligation or undertaking to release publicly any
updates or revisions to any such statements to reflect any
change in SMC'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 SMC, its parents,
subsidiaries, affiliates and their respective members,
directors, officers, employees, stockholders and agents
harmless against any losses, expenses, costs or damages
(including SMC'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"). SMC
will have no obligations with respect to the Communications.
SMC 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. SMC 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 SMC in its sole discretion and without
further notice.
9. Cooperation with
Government Authorities
If necessary and in accordance with applicable law, SMC will
cooperate with local, state, federal, international and/or
worldwide government authorities to protect this Site,
visitors, customers, SMC, 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
SMC and SMC is not responsible for the content of any linked
site or any link contained in a non-affiliated linked site.
SMC reserves the right to terminate any link or linking
program at any time. SMC 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 SMC shall not be responsible for
notification of any change in name or location of any
information of the Site. SMC reserves the right to request
any website administrator to disable or remove any link that
violates any rights of SMC or causes interruption or
deterioration of Materials or Services provided by SMC.
Failure to abide by this request shall be dealt with as any
other unauthorized use or access to SMC resources.
11. Applicable Laws
This Site is controlled by SMC from its offices within the
State of Texas. SMC 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 SMC and You arising out of this
Agreement shall be resolved first by direct communication
with one or more of SMC's management team members. Should
SMC and You be unable to resolve the dispute by
communication, either SMC 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
SMCs 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 SMC 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 SMC's employees. SMC reserves the
right to make changes to this Agreement at any time without
advance notice. SMC 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. SMC may terminate this
Agreement and/or Your right to use the Site at any time,
with or without cause. SMC reserves the right to discontinue or make changes to the
Site, Material and/or Services at any time.
15. Assignment
SMC may assign this Agreement, in whole or in part, in its
sole discretion. You may not assign Your rights under this
Agreement without SMC's prior written permission. Any
attempt by You to assign Your rights under this Agreement
without SMC'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
SMC shall not be liable for any failure or unavailability of
the Site, the Materials and/or the Services or failure by
SMC 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 SMC's control.
18. Notice
SMC may deliver notice to You under this Agreement by means
of electronic mail, a general notice on
www.stuartmcelrath.com or by written communication delivered
by first class U. S. mail to Your address on record in SMC's
account information.
You may give notice to SMC at any time via electronic mail
or by letter delivered by first class postage prepaid U.S.
mail or overnight courier to the following address:
Stuart McElrath Company
11380 Woodwind Ct.
Flint, TX 75668
Attn: Michael McElrath
If You object to any material found on this Site, please
bring Your concerns to the attention of Michael McElrath. 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
SMC 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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