Agreement Containing Terms and Conditions of Use or Purchase

 

Following is the Agreement Containing Terms and Conditions of Use or Purchase (“Agreement”) granting access to the Water Treatment Pressure Tank & Valve Unit Shipment Reports (“Reports”). By accessing the Reports on the www.wqa.org web site for member access, or by receiving them by membership, through purchase or otherwise, you agree to comply with and be bound by this Agreement and you agree to ensure that anyone within your organization granted access to the Reports agrees to comply with and be bound by this Agreement. Please review the terms carefully. If you do not agree to these terms, you should not use the web site to access or download the Reports and should return to us any Reports you accessed, downloaded or received. The term “WQA” or “us” or “we” or “our” refers to the Water Quality Association, the owner of the Reports. The term “you” and “your” refers to the user, purchaser or viewer of the Reports.

  1. Acceptance of Agreement.

You agree to the terms and conditions contained in this Agreement with respect to the Reports. This Agreement constitutes the entire and only agreement between us and you with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Reports, the content, products or services provided by or in connection with the Reports, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on WQA’s Tank & Valve Shipments Report Page (“Reports Page”) on its web site, and you should review this Agreement prior to using the Reports Page to access the Reports.

  1. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Reports are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights of WQA. The copying, redistribution, use or publication by you of any such matters or any part of the Reports, except as allowed by Section 3 below, is strictly prohibited. You do not acquire ownership rights to the Reports or any content, document or other materials viewed through the Reports Page or purchased from WQA. The posting of information or materials on the Reports Page or of any sale by WQA to you of the Reports does not constitute a waiver of any right in such information and materials.

  1. Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Reports strictly in accordance with this Agreement; (b) to use the Reports solely for internal purposes; and (c) to print out or copy discrete information from the Reports solely for your internal purposes and provided that you adhere to and maintain all copyright and other terms and protections of WQA’s intellectual property rights contained herein. No print out, media or electronic version of any part of the Reports or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

  1. Restrictions and Prohibitions on Use.

Your license for access and use of the Reports and any information, charts, spread sheets, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 3 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Reports or any Content and Materials retrieved therefrom; (b) use the Reports or any materials obtained from the Reports to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Reports; (d) use any Content and Materials from the Reports in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Reports; (f) make any portion of the Reports available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Reports software or use any network monitoring or discovery software to determine the Reports architecture; (h) use any automatic or manual process to harvest information from the Reports; or (i) export or re-export the Reports or any portion thereof, or any software available on or through the Reports, in violation of the export control laws or regulations of the United States.

  1. Linking to the Reports.

You may not provide links to the Reports.

  1. Errors, Corrections and Changes.

We do not represent or warrant that the Reports will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Reports will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Reports at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Reports.

  1. Indemnification.

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Reports.

  1. Nontransferable.

Your right to use the Reports is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

  1. Disclaimer.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE REPORTS ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 10(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS REPORTS AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE REPORTS OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

  1. Limitation of Liability

(a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) any errors in or omissions from the Reports or any services or products obtainable therefrom, (ii) the unavailability or interruption of the Reports or any features thereof, (iii) your use of the Reports, (iv) the content contained on the Reports, or (v) any delay or failure in performance beyond the control of a Covered Party. (b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE REPORTS AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

  1. Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Reports uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

  1. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy found at www.wqa.org.

  1. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Reports and the Content and Materials provided therein.

  1. Miscellaneous.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States, applicable to agreements made and to be performed in the State of Illinois, United States. You agree that any legal action or proceeding between the Water Quality Association and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of Illinois, United States. Any cause of action by you with respect to the Reports (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 9 and Section 10. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Reports is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.