Tricerat, Inc. ("Tricerat") provides its online services ("Tricerat Services") to visitors to our website at www.tricerat.com and any co-branded or successor site ("Tricerat Website"). This Terms of Service Agreement (the "Agreement") sets forth the terms and conditions under which the Tricerat Services are provided to you and that govern your use of the Tricerat Website. Tricerat reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you. By accessing or using the Tricerat Website, and by continuing to use the Tricerat Services, you are agreeing that you have read and accept the following terms and conditions.
1. Description of TRICERAT TECHNOLOGY.
Tricerat currently provides visitors to the Tricerat Website with access to the Tricerat Services available on the Tricerat Website (along with all related intellectual property rights, the "Tricerat Technology").
2. REGISTRATION AND YOUR OBLIGATIONS.
You may be asked to register or provide certain information as a visitor of the Tricerat Website. You agree to provide true, accurate, current and complete information about you as prompted by the Tricerat Services and other application forms and registration forms (such information being the "Registration Data"). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Tricerat has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, Tricerat has the right to suspend or terminate your access to and use of the Tricerat Services and refuse any and all current or future use of the Tricerat Technology or any portion thereof.
3. PASSWORDS AND YOUR OBLIGATIONS.
As part of the registration process, you may be asked to select a unique user name and password in order to be able to access your account and to use the Tricerat Services. As a registered member, you are responsible for maintaining the confidentiality and security of your user name and password and shall be responsible for all uses of your user name and password, including any purchase facilitated through the use thereof, whether or not in fact authorized by you. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, unauthorized use of your username or password, you must promptly notify Tricerat in writing and change your password on the Tricerat Website.
The Registration Data and certain other information about you are subject to our Privacy and Security Policy, as it may change from time to time. For more information, see our full privacy and security policy at www.tricerat.com, which is incorporated herein by reference.
5. ACCESS TO THE TRICERAT TECHNOLOGY.
You shall be responsible for obtaining access to the Tricerat Technology and for all equipment necessary to access the Tricerat Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the Tricerat Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.
6. LINKS TO OTHER SITES.
Visitors to the Tricerat Website should be aware that when they are on the Tricerat Website, they could be directed to other web sites that are beyond our control. There are several links to other web sites from the Tricerat Website pages that take you outside our service. Tricerat has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites.
You acknowledge and agree that Tricerat is not responsible for pre-screening any data, information, images, video or other content (collectively, the "Content") that is placed on the Tricerat Website by any party other than Tricerat, and you shall not rely on Tricerat to ensure that such Content is accurate, complete, current, or in compliance with any rule, regulation or law. Tricerat shall have the right but not the obligation to refuse or remove any Content that Tricerat in its sole discretion considers to be harmful, illegal, misleading, or offensive.
You acknowledge and agree that Tricerat may preserve any Content and may also disclose any Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of triCerat, its users and the public.
8. Use of the TRICERAT TECHNOLOGY.
During the term of this Agreement and subject to the terms and conditions set forth herein, Tricerat grants you a non-transferable, non-exclusive and non-sublicensable right and license to use its Tricerat Technology provided at the Tricerat Website solely for your immediate, personal, non-commercial use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the Tricerat Technology, or any part thereof; (ii) copy the Tricerat Technology, or any part thereof, in any form, except as set forth in this Section 8; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Tricerat Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the Tricerat Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Tricerat, its third party suppliers or any other third party. You agree not to access the Tricerat Technology by any means other than through the interface that is provided by triCerat for use in accessing the Tricerat Technology. Any other use of the Tricerat Technology other than as expressly set forth herein without triCerat's prior written consent, which may be withheld in Tricerat's sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.
9. Confidentiality of the TRICERAT TECHNOLOGY.
At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself or any other individual or entity any Confidential Information of Tricerat. "Confidential Information" means any trade secrets or confidential or proprietary information whether in written, digital, oral or other form which is unique, confidential or proprietary to Tricerat, including, but not limited to, all parts of the Tricerat Technology and any other materials or information related to the business or activities of Tricerat which are not generally known to others engaged in similar businesses or activities.
10. TRICERAT'S PROPRIETARY RIGHTS.
You acknowledge and agree that the Tricerat Technology and any necessary technology used in connection with the Tricerat Technology contain proprietary and confidential information that is protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Tricerat's name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Tricerat and may not be used or modified in any manner without the prior written consent of triCerat.
You agree that Tricerat, at its sole discretion, may terminate your access to and use of the Tricerat Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if Tricerat believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Tricerat reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Tricerat Technology (or any part thereof) with or without notice. You agree that Tricerat shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Tricerat Technology.
You represent and warrant to Tricerat that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) your use of the Tricerat Technology complies in all respects with all applicable laws, statutes, regulations, ordinances and other rules; and (v) the Registration Data is truthful and accurate.
You agree to indemnify, defend and hold harmless Tricerat, its employees, directors, officers, agents and its suppliers from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or resulting from this Agreement or the Tricerat Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; and (ii) your use of the Tricerat Technology.
14. DISCLAIMER OF WARRANTIES.
THE TRICERAT TECHNOLOGY IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TRICERAT MAKES NO WARRANTY THAT (I) THE TRICERAT TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE TRICERAT TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TRICERAT TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE TRICERAT TECHNOLOGY WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE TRICERAT TECHNOLOGY WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE TRICERAT TECHNOLOGY IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.
15. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRICERAT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF TRICERAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRICERAT'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED ($100.00 U.S.) DOLLARS.
If you have any right, title or interest in or to any information, including without limitation, data, images, video or any other information, or any intellectual property rights thereof (the "IP"), that is located on any portion of the Tricerat Website without your prior consent, please provide to Tricerat the following: (i) a description of such IP; (ii) details of where such IP is located on the Tricerat Website; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that such IP is located on the Tricerat Website without your prior consent.
THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND TRICERAT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS AND WITHOUT APPLICATION OF THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AND INTERNATIONAL LAWS. YOU AND TRICERAT AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND.
18. GENERAL INFORMATION.
This Agreement constitutes the entire agreement between you and Tricerat and governs your use of the Tricerat Technology, superseding any prior agreements between you and Tricerat, but this Agreement may be supplemented by any other agreement you enter into with Tricerat pursuant to your participation in other features of the Tricerat Website. You further acknowledge and agree that you may not assign any part of this Agreement without Tricerat's prior written consent. This Agreement shall inure to the benefit of each party's successors and assigns. Tricerat shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of Tricerat. The failure of Tricerat to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Tricerat Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You acknowledge and agree that the parties hereto are independent contractors, and no agency, partnership, franchise, joint venture, employer-employee relationship is intended or created by this Agreement.
19. CONTACTING TRICERAT.
If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the Tricerat Services or Tricerat Technology, please contact us by sending an email to firstname.lastname@example.org or by mail at 10320 Little Patuxent Parkway, Suite 200, Columbia, MD 21044, USA.
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