| Terms
of Use Agreement...
Western
Capital maintains this Web site as a service to its customers. By
using Web sites owned and operated by Western Capital , you are
agreeing to comply with and be bound by the following terms of use.
Please review the following terms carefully. If you do not agree
to these terms, you should not review information or obtain documents
from this site.
Ownership.
Western Capital and its suppliers own all content, materials,
forms, agreements, documents and other items on the Site (collectively,
"Materials"). You have no ownership interest in Materials,
but Western Capital grants you a limited license to view and
use Materials as described in Section 2 ("License"). Materials
are protected under applicable copyright, trademark, trade secret
and other intellectual property laws in the United States and around
the world. You have no other right to view, use, copy, perform,
display or modify Materials except as described in Section 2 ("License").
Western Capital may modify, add to or delete any Materials
at any time, without notice to or permission from you or any third
party.
License.
Subject to your performance of your obligations under this Agreement,
Western Capital hereby grants you a limited, revocable, nonexclusive,
nontransferable license (without the right to grant sublicenses)
to view and use the Site and the Materials solely for your own internal
business purposes. You may not republish, "mirror", "frame",
transfer or otherwise make available to third parties the Site or
the Materials except with the prior written consent of Western Capital
.
Forms.
YOU UNDERSTAND AND AGREE THAT THE MATERIALS MAY CONTAIN SAMPLE OR
FORM AGREEMENTS, LETTERS OR OTHER DOCUMENTS ("FORMS").
FORMS MAY INCLUDE FINANCIALLY OR LEGALLY SIGNIFICANT DOCUMENTS,
SUCH AS CONTRACTS, LEASES, BALANCE SHEETS, ASSIGNMENTS AND OTHER
ITEMS, AND ARE PROVIDED TO YOU SOLELY AS EXAMPLES OF TYPICAL DOCUMENTS
OF THEIR KIND. THE DELIVERY AND USE OF FORMS DOES NOT CONSTITUTE
LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE, AND YOU ARE URGED
TO CONSULT AN APPROPRIATE PROFESSIONAL LICENSED IN YOUR JURISDICTION
BEFORE USING ANY FORMS. YOU THEREFORE ASSUME ALL RISK ASSOCIATED
WITH FORMS AND AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS WESTERN
CAPITAL , ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS,
SHAREHOLDERS, EMPLOYEES AND OFFICERS FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES OR
LIABILITIES (INCLUDING ATTORNEYS' FEES AND COSTS) ASSOCIATED WITH
THEM, ARISING FROM ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USE
BY YOU OF THE SITE OR THE MATERIALS, INCLUDING, WITHOUT LIMITATION,
THE FORMS.
Registration
and Personal Information. You may have the opportunity to provide
certain personal information at the Site directly to Western Capital
or through your use of Third Party Services. The collection or use
of personal information by Western Capital shall be governed
by the Western Capital Privacy Policy, as modified from time
to time by Western Capital ; the terms of such Privacy Policy are
hereby incorporated into this Agreement by reference. You understand
and agree that the collection or use of your personal information
by third parties shall be governed by any agreement or privacy policy
in effect between you and such third parties, if any, and Western
Capital shall have no liability whatsoever for any such collection
or use.
Disclaimer.
THE SITE AND THE MATERIALS ARE PROVIDED ON AN AS IS BASIS, WITHOUT
ANY WARRANTY WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WESTERN CAPITAL HEREBY DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE SITE
AND THE MATERIALS (INCLUDING WITHOUT LIMITATION THE FORMS) MAY BE
INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR TRANSACTION,
MAY CONTAIN "BUGS," ERRORS AND DEFECTS, AND MAY NOT OPERATE
ERROR-FREE OR PRODUCE RESULTS AS EXPECTED.
Damages.
IN NO EVENT SHALL WESTERN CAPITAL , ITS PARENT, SUBSIDIARIES, AFFILIATED
COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES OR OFFICERS HAVE ANY
LIABILITY HEREUNDER TO YOU OR ANY THIRD PARTY 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. IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF Western Capital , ITS PARENT, SUBSIDIARIES, AFFILIATED
COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS EXCEED ONE
HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, WHETHER
IN CONTRACT, TORT OR OTHERWISE. THE NEGATION OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
Western Capital AND YOU. THIS SITE AND THE MATERIALS WOULD
NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
Grant
of Rights. You represent and warrant that all information provided
by you in whatever format shall be non-confidential to you or any
third party, and Western Capital may use or disclose such
information without notice to permission from you or any other third
party, subject only to the Western Capital Privacy Policy
as described in Section 4 ("Registration and Personal Information").
You hereby grant to Western Capital a worldwide, royalty-free,
irrevocable, perpetual, nonexclusive, transferable license (with
a right to grant sublicenses through multiple tiers of sublicensees)
to use, execute, display, copy, perform and modify such information
as Western Capital sees with and for any purpose whatsoever.
Indemnity.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL FULLY
INDEMNIFY, DEFEND AND HOLD HARMLESS WESTERN CAPITAL , ITS PARENT,
SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES
AND OFFICERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS,
SUITS OR PROCEEDINGS, OR ANY LOSSES OR LIABILITIES (INCLUDING ATTORNEYS'
FEES AND COSTS) ASSOCIATED WITH THEM, ARISING FROM ANY USE BY YOU
OF THIS SITE.
General.
This Agreement constitutes the entire and only agreement between
Western Capital and you regarding the Site, and supersedes
all prior or contemporaneous agreements, representations, warranties
and understandings with respect to the Site, the information provided
by or through the Site, and the subject matter of this Agreement,
unless you agree to purchase services from Western Capital
and this Agreement is replaced by appropriate services agreement.
You agree to review this Agreement prior to reviewing any information
or obtaining any documents from the Site. Any action related to
this Agreement shall be governed by the substantive laws of the
State of Utah, without regard to conflicts of laws principles. The
State and Federal courts located in the Judicial District of Utah
shall have sole jurisdiction over any dispute arising hereunder,
and the parties hereby consent to the personal jurisdiction of such
courts and to extraterritorial service of process. The United National
Convention on Contracts for the International Sale of Goods shall
not apply to this Agreement. Neither this Agreement nor any rights
hereunder may be assigned by operation of law or otherwise, in whole
in part, by you without the prior written consent of Western Capital
. Any purported assignment without such permission shall be void.
Western Capital may assign this Agreement, in whole or in
part, without notice to you. Any waiver of any rights of either
party must be in writing, signed by the waiving party, and any such
waiver shall not operate as a waiver of any future breach of this
Agreement. In the event any portion of this Agreement is found to
be illegal or unenforceable, such portion shall be severed, and
the remaining terms shall be separately enforced. The language in
this Agreement shall be interpreted as to its fair meaning and not
strictly for or against either party. This Agreement may be modified
or amended only in writing, signed by both parties. Any purported
modification or amendment inconsistent with the foregoing shall
be void. In the event of any conflict between this Agreement and
the Privacy Policy or any other terms on the Site, this Agreement
shall control.
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