Welcome to Footmaster (the "Site"). Footmaster is the sole owner of the Site and the information collected on the Site.
1. ACCEPTANCE OF TERMS
2. ACCESS AND USE OF THE SITE
User may access and use the Site solely in accordance with the Agreement and for User's own internal business purposes or for personal, non-commercial and educational use. User is responsible to ensure that each of its employees, agents and representatives complies with and uses the Site only in strict accordance with the Agreement. User shall not allow access to or use of the Site or any component thereof by or for the benefit of any third parties, including, without limitation, providing timeshare services, without Footmaster's prior written consent.
3. PROPRIETARY RIGHTS
Copyright. The copyright on all material on the Footmaster Site is owned by Footmaster or by the original creator of such material and may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any manner, including, but not limited to, by electronic, mechanical, photocopying, recording or other means, except as provided in this Agreement, without Footmaster’s express written permission. All Footmaster content and graphics on this Site are protected by U.S. copyright and international treaties and may not be copied without the express permission of Footmaster, which reserves all rights. Re-use of any of content and graphics for any purpose is strictly prohibited. DO NOT copy or adapt the HTML that generate pages. It also is covered by copyright. The content of the Footmaster Site may be subject to RESTRICTED RIGHTS. Use, duplication or disclosure by the Government may be subject to restrictions imposed by applicable law. Use by the Government constitutes acknowledgement of Footmaster’s proprietary rights therein.
Trade Secrets. The non-public portions of the Site constitute trade secrets, proprietary information and confidential information of Footmaster. If you have been provided access to non-public portions of the Site by Footmaster, you are reminded that you are required to maintain in strictest confidence this information and that this obligation not to disclose or misuse that information survives the termination or cessation of this Agreement.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
By User. User hereby represents, warrants and covenants to Footmaster as follows:
(a) Compliance with Agreement. All activities of User on, through or relating to the Footmaster Site shall be and continue to be in compliance with the Agreement, all rules governing transactions on or through the Site and affiliated sites, and all Applicable Laws; all information and data posted on the Site by User shall comply with all Applicable Laws.
(b) No Modification. User shall not modify or tamper in any way with the Site, including, without limitation, any software, data or functionality thereof, nor use any automated procedure to gather information or data on or from the Site.
(c) Authority. User has the authority to enter into the Agreement and to perform its obligations thereunder; the execution and performance of the Agreement does not and will not violate any agreement to which User is a party or by which it is otherwise bound; and this Agreement constitutes a legal, valid and binding obligation of the User, enforceable in accordance with its terms and conditions.
(d) Security. User shall not breach or attempt to breach the security of the software, network, servers, data, computers or other hardware relating to the Site.
No Warranties by Footmaster. Footmaster does not warrant or represent that use of materials displayed on the Footmaster Site will not infringe the rights of third parties. Footmaster makes no warranty or representation as to the accuracy of the contents of the Footmaster Site and the Footmaster Materials.
Footmaster assumes no liability or responsibility for errors or omissions in the contents of the Footmaster Site. Footmaster makes no representations or warranties regarding whether the Site complies with any requirements imposed upon User by any applicable law or regulation and Footmaster shall not incur any liability with respect to any lack of compliance with any such laws or regulations. Determining and assuring compliance with all such laws and regulations shall be the sole responsibility of User.
NO WARRANTIES/DISCLAIMERS. THIS SITE AND THE Footmaster MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Footmaster SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, OR ACCURACY. Footmaster MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, CORRECTNESS, INTEGRITY, RELIABILITY, CURRENCY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE Footmaster SITE OR THE Footmaster MATERIALS, OR ANY OF THE CONTENT OR SERVICES PROVIDED ON, OR ACCESSIBLE FROM, THIS SITE, OR ANY OPINION, ADVICE OR STATEMENT DISPLAYED ON THIS SITE, INCLUDING BUT NOT LIMITED TO THE USER PASSWORD-PROTECTED PORTION. USER ACCESSES AND USES THIS SITE AT USER'S OWN RISK.
Footmaster DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
Limitation of Liability. Neither Footmaster nor any of its agents, subsidiaries, affiliates, officers, directors employees, and/or shareholders (collectively herein "Footmaster") is liable for any direct, incidental, consequential, indirect, special, exemplary or punitive damages arising out of or resulting from or relating in any way to your accessing, browsing and/or use of the Footmaster Site. Without limiting the foregoing in any way, IN NO EVENT SHALL Footmaster BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE SITE (OR THE CONTENT OR SERVICES PROVIDED ON, OR ACCESSIBLE FROM THIS SITE), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT, IN WHOLE OR IN PART, APPLY TO YOU.
THIS LIMITATION OF LIABILITY IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF Footmaster, COMPUTER VIRUS OR OTHER HARMFUL MECHANISMS, TELECOMMUNICATION ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR OTHER MEANS. IN NO EVENT SHALL Footmaster BE LIABLE FOR ANY CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF ANY THIRD PARTIES OR OTHER USERS OF THIS SITE.
THE LIMITATION OF LIABILITY SET FORTH ABOVE CONSTITUTES FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Footmaster AND USER REGARDING USE OF THIS SITE. THIS SITE AND THE Footmaster MATERIALS WOULD NOT BE PROVIDED TO USER WITHOUT SUCH LIMITATION OF LIABILITY.
5. LINKS TO OTHER SITES
Footmaster, from time to time, may include on the Footmaster Site links to sites of third parties. These links are provided solely as a convenience and not as an endorsement by Footmaster of the contents on such third party Web sites. Footmaster has not reviewed and is not responsible for any third party site. Your use of any third party site is at your own risk; links are provided as Internet navigation tools only. Users should be aware that linked sites may contain rules and regulations, privacy policies, confidentiality policies, and other provisions that differ from the provisions of this Site. Footmaster is not responsible for such policies and expressly disclaims any and all liability related to such policies. Footmaster makes no warranty or representation regarding any linked web sites or the information appearing on such linked sites.
6. MIRRORING/FRAMING/UNAUTHORIZED LINKS
You may not, without Footmaster’s permission, “mirror” some or all of the content of the Footmaster Site on any other server. Footmaster prohibits caching, unauthorized hypertext links to this Site, or the framing of any materials available on this Site. As such, Footmaster reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the materials available on any other web site linked to this Site.
8. PROTECTED/SECURE AREAS
User Password-Protected Portion. Footmaster maintains certain non-public portions of the Site which are accessible to and intended solely for the use of authorized Footmaster customers, other contractual partners and other authorized Users. If you are entitled to access to such User password-protected portions of the Site, you will receive a password. You are responsible for maintaining the confidentiality of your password. You shall be responsible for all uses of your password, whether or not authorized by you. You agree to immediately notify Footmaster of any unauthorized use of your password. Footmaster cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
Access To Protected/Secure Areas. Access to and use of password protected and/or secure areas of this Site are restricted to authorized Users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
User will take reasonable steps to prevent the unauthorized use and disclosure of any password or User ID. User shall, immediately, upon discovery, notify Footmaster of any unauthorized use of any password or User ID and take any steps within its control to prevent any further unauthorized use. User is responsible for all acts attributable to any person using any of its passwords or User IDs. Footmaster shall not bear responsibility for any security breaches of any kind.
9. CONFIDENTIALITY OF INFORMATION
Obligation. Except as otherwise provided by the Agreement, if User is provided with Confidential Information of Footmaster (which may include passwords and User IDs for User passwordprotected portions of the Footmaster Site), User may use Confidential Information of Footmaster only to perform its obligations and User may not use or disclose any Confidential Information of Footmaster for any other purpose without Footmaster’s prior written permission, except as required by Applicable Laws, including, without limitation, any court or governmental order. User shall take commercially reasonable precautions to safeguard the confidentiality of all Confidential Information of Footmaster, including, at a minimum, those precautions taken by such party to protect its own confidential information of a similar nature. User will be responsible for any breaches of this Article 9 by its respective employees, contractors and agents.
Relief. User acknowledges that any breach of its obligations under this Article 9 may cause irreparable injury to Footmaster and/or its third party licensors or contractors, which injury may be inadequately compensable in damages. Accordingly, Footmaster or such other party may seek and obtain, without the posting of any bond or security, equitable relief against the breach or threatened breach of User’s obligations hereunder.
10. SPECIFIC PROHIBITED USES
The Site may be used only for lawful purposes. Footmaster specifically prohibits any use of the Site, and all Users agree not to use the Site, for any of the following:
(a) Posting any incomplete, false or inaccurate information
(b) Deleting or revising any material posted by any other person or entity.
(c) Disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose.
(d) Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
(e) Uploading, posting, emailing or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(f) Harming minors in any way;
(g) Impersonating any person or entity or otherwise misrepresenting your affiliation with a person or entity;
(h) Uploading, posting, emailing or otherwise transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) Intentionally or unintentionally violating any applicable local, state, national or international law;
(j) taking steps to copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, time-share or otherwise assign to any third party any of or any right to use or access the Site, or any of User's rights in licenses thereto;
(k) taking steps to copy, modify, create, write or develop any software derivative of the Site;
(l) taking steps to use the Site in any manner except as expressly authorized by the Agreement;
(m) taking steps to translate or create any derivative works based on the Site;
(n) taking steps to directly or indirectly sell, modify, edit, rent, translate, copy, display, perform, publish, transmit, distribute or otherwise disseminate any Footmaster Intellectual Property.
Termination. You agree that Footmaster, in its sole discretion, with or without cause, may terminate your password, or use of the Site.
Suspension of Authorized Users. Footmaster may, at any time, in its sole discretion, temporarily limit or suspend in whole or in part a User's access to the Site.
Effect of Termination. Upon any termination of the Agreement, all rights granted to User hereunder shall cease, User shall immediately discontinue use of the Site.
Survival. All provisions that by their nature are intended to survive, including but not limited to disclaimers of warranties, confidentiality obligations and limitations of liability provisions, shall survive the termination of the Agreement. All other provisions shall be of no further force or effect upon termination; provided that all such provisions shall survive to the limited extent necessary to complete any bid, auction or other Site transaction commenced prior to termination.
14. GENERAL INFORMATION
The Site may be temporarily unavailable from time to time due to repairs and/or maintenance to the Site and/or the User password-protected portion or due to a Force Majeure Event. User acknowledges that such periods of unavailability will occur, and Footmaster shall not incur any liability as a result of such periods of unavailability
Postings by User to any message board or bulletin board located in this Site or e-mail submission to Footmaster via this Site will become the property of Footmaster, and Footmaster may use information contained in any such postings (including any remarks, suggestions, ideas, concepts, know-how or other intellectual property) for any purpose whatsoever and as deemed appropriate by Footmaster. By providing any such information or materials to Footmaster, User grants to Footmaster an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, and display such information and materials, and you agree that Footmaster is free to use any remarks, suggestions, ideas, concepts, knowhow or other intellectual property. User acknowledges and agrees that User is responsible for whatever material User submits on this Site, and User agrees not to post or otherwise disseminate on this Site any unlawful, defamatory, libelous, threatening, obscene, harassing, vulgar or otherwise unlawful information of any kind, or materials that incorporate the proprietary rights of any person. User understands and agrees that Footmaster, its parent, subsidiaries, affiliates, officers, directors, employees and shareholders shall have no liability for any information or material contained on a bulletin board or other posting site or which are submitted or transmitted via email through this Site.
Use of the term “partner” in this Agreement or on the Footmaster Site does not imply or create a legal partnership or joint venture with any party.
This Site contains information and press releases concerning Footmaster. While this information was believed to be accurate to the best of Footmaster’s knowledge when put on this Site, Footmaster expressly disclaims any duty or obligation to update such information or keep such information current.
Securities Laws. This Site may include statements concerning Footmaster’s operations, prospects, financial condition and demand for our products, as well as plans and objectives that are forward looking. These statements are assumptions that are subject to many factors, many of which are beyond our control. The Site and the information contained herein does not constitute an offer or a solicitation for the sale of securities. None of the information contained in this Site is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents.
UCITA. The parties agree that the Uniform Computer Information Transactions Act or any version thereof, adopted by any state, in any form ("UCITA"), shall not apply to the Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the Opt-Out provision(s) contained therein.
Entire Agreement. The Agreement constitutes the complete and entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter. Any purchase order issued by User to Footmaster shall be for User's internal purposes only, and neither party shall be bound by any terms or conditions contained in such purchase order. No sales employees, agents or representatives of Footmaster are authorized to make any representation, warranty or covenant. Accordingly, such additional oral statements do not constitute Footmaster's representations, warranties, conditions or covenants, should not be relied upon by User, and are not part of the Agreement.
Interpretation and Severability. The disclaimers of warranties and the exclusions and limitations of liability shall be applicable except to the extent prohibited by applicable law and shall be enforced to the maximum extent permitted by applicable law. If any provision of the Agreement is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of the Agreement, and any part of such provision not held invalid or unenforceable shall remain in effect. If such holding of invalidity or unenforceability is based on a measure of liability, performance or time set as a standard in the Agreement, such provision shall be replaced by a legally valid measure of liability, performance or time which is as close as possible to that originally specified.