The terms and conditions set forth below govern your access and use of the LaserStar Technologies Corporation web site, together with all information, data, capabilities, software and other services provided along with it (the “Site”). By accessing or making any use of the Site, you are agreeing to be bound by these terms and conditions (this “Agreement”), in consideration of our agreeing to grant you access to the Site. This Agreement constitutes the entire agreement between you and us with respect to the Site, and supersedes any and all prior or contemporaneous communications, agreements or understandings between you and us. You understand and acknowledge that we may modify or change these terms and conditions at any time without notice to you by posting such modifications or changes in this location. As used herein, the terms “Company”, “us”, “we” and “our” refer to LaserStar Technologies Corporation, a Rhode Island corporation, together with its subsidiaries, directors, officers, employees, agents and representatives, successors and assigns. The terms “you” and “your” include, without limitation, the individuals authorized by you to use the Site on your behalf (your “Authorized Representatives”).
IF YOU DO NOT AGREE WITH OR ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD EXIT THE LASERSTAR TECHNOLOGIES CORPORATION WEB SITE AND NOT USE THE SITE.
1. Use of the LaserStar Technologies Corporation Site.
Subject to the terms and conditions contained in this Agreement (including, without limitation, your compliance with all restrictions, prohibitions and obligations contained herein), the Company grants you a personal, non-commercial, non-transferable and non-exclusive right and license to access the Site. Except as expressly authorized herein, you may not reproduce, publish, perform, display, create derivative works from, transmit, distribute, or commercially exploit any part of the Site (by electronic, print or other media now known or hereafter developed) without the written consent of the Company. You agree that, by using the Site, including making any comments, submittals, suggestions or submissions to the Site, you will not acquire or maintain any rights relating thereto. The Company’s name, logo and other trademarks or service marks referenced in the Site are trademarks and service marks of the Company. You may not use these marks in any way. The Site, unless otherwise indicated, and its content, including but not limited to the text and images contained in the Site, as an individual and collective work and/or compilation, and the selection, coordination, arrangement, and enhancement thereof, including the arrangement of text and images on the Site, are: Copyright © 2011 by LaserStar Technologies Corporation; all rights reserved.
2. Confidential and Proprietary Information of the Company.
In connection with your use of the Owners Online portion of the Site, you may be supplied with materials and information that is considered Company Confidential Information. “Company Confidential Information” includes, but is not limited to, inventions, improvements, know-how, manufacturing techniques, specifications, designs, technical data, engineering data, formulae, process technologies, business plans, marketing and economic data, and other related information not generally known to the public which was made available to you by the Company on such restricted portions of the Site. You agree that, by using the Site, you agree to hold in confidence all Company Confidential Information disclosed to you, or such Authorized Representatives on a need-to-know basis, by the Company on the Site and not to disclose such Company Confidential Information to anyone, and not to use such Company Confidential Information for a purpose other than your use of the Site and your transactions with the Company. You agree that performance under this Agreement grants no interest, or transfers any rights, contract or obligation of any kind, express or implied, with respect to the Company Confidential Information, under any patent, trademark or copyright, or any rights in or to other information, except the limited right to review such information solely for the purposes of your use of the Site and your transactions with the Company. You acknowledge that, in the event of any breach of this Agreement by you, the Company would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the Company, in addition to any other remedy to which it may be entitled, shall be entitled to injunctive relief and such other equitable relief as a court of competent jurisdiction may order to prevent breaches of, and to compel specific performance of, this Agreement.
3. User Submittals.
You acknowledge and agree that all information submitted by you in the registration process (the “User Data”), as well as all messages, text, files, images, photos, video, sounds, comments, submittals, suggestions, submissions or other materials you make to the Site (the “User Content”), becomes the property of the Company. You are entirely responsible for all User Data and User Content that you email or otherwise make available via the Site. You hereby grant to the Company a royalty-free, perpetual, irrevocable, and world-wide license to use, reproduce, publish, perform, display, create derivative works from, transmit, distribute and commercially exploit and disclose (whether by sale, license, or otherwise) the User Data and User Content, consistent with the terms and conditions of this Agreement. All right, title and interest in the Site and any content, User Content, or information contained in the Site, excluding materials lawfully in the public domain, are the exclusive property of the Company, except where expressly stated otherwise.
4. Preservation of Materials.
You acknowledge and agree that we may preserve any materials submitted by you and may disclose such material if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with legal process; (2) enforce this Agreement; (3) respond to claims that any material violates the rights of third parties; or (4) in our sole judgment, protect the rights, property, or personal safety of the Company, other users of the Site or the general public. You agree that the Company has no responsibility or liability for the deletion or failure to store any User Data or User Content maintained or transmitted by the Site. You acknowledge that the Company reserves the right at any time to modify or discontinue the Site (or any part thereof) with or without notice, and that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
5. Third Party Content and Links to Third Party Web Sites.
Certain information and content available on the Site may be provided by parties other than us, relating to content, products and services provided by such other parties (“Services”). These third parties may have additional restrictions, terms and conditions governing use of their content and Services, and by using their content and Services you agree to comply with those third party restrictions, terms and conditions. We exercise no control over these third parties, and we expressly disclaim any responsibility for the content, the accuracy of the information, and/or the quality of products or Services provided by these third parties. You understand that all messages, text, files, images, photos, video, sounds, comments, submittals, suggestions, submissions, hyperlinks or other materials posted on, transmitted through, or linked from the Site, are the sole responsibility of the third party from whom such content originated. The Site may provide links to other websites or resources over which the Company does not have control (“External Web Sites”). Such links do not constitute an endorsement by the Company of those External Web Sites. You acknowledge that the Company is providing these links to you only as a convenience, and further agree that the Company is not responsible for the content of such External Web Sites or any business dealings you may have with such External Web Sites. Be aware that the terms and conditions at other websites will likely differ from the terms and conditions of this Agreement. It is your responsibility to take appropriate protective measures to guard against destructive elements that you expose yourself to and may incur when linking to External Web Sites. The Company makes no warranty or representation with respect to, and does not accept responsibility for, any linked External Web Sites or information, products or services appearing on or contained in any linked External Web Sites.
6. User Name and Password.
Certain areas of the Site are password-restricted to authorized users who register with the Company (“Restricted Areas”). If you are an authorized user of the Restricted Areas, you are solely responsible for maintaining the confidentiality of your user name and password (your “User Code”). You are responsible for all activities that occur by anyone using your User Code, including, without limitation, anyone accessing your account via a computer on which you have selected the option to skip the sign-in procedure. You shall immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your User Code. You hereby assume full responsibility for assuring yourself that any security devices or procedures are adequate for the protection of your interests.
7. Termination of Use.
You agree that the Company may, in its sole discretion for any reason, at any time terminate your access to the Site and any User Code you may have in connection with the Site and remove your User Data and User Content. Access to the Site may be monitored by the Company.
8. Your Obligations.
You will only use the Site and your User Codes in accordance with this Agreement. By using the Site, you represent, warrant and covenant that:
(a) You will not use, or allow the use of, the Site in contravention of any federal, state or other applicable laws, including, without limitation, any laws or regulations governing the export of computer software.
(b) You are solely responsible for the equipment, operating platforms, Internet access and software (other than software provided by us, if any) that may be necessary to use the Site. You will also provide, at your own cost and expense, all connections from your computer system to the Site. You acknowledge that we disclaim any responsibility for the compatibility of the Site with your facilities, software, data, files, communications, protocols and equipment, and you expressly release us from any liability you may incur as the result of any such incompatibility.
(c) Notwithstanding any assistance, testing, trouble-shooting or training rendered by us in enabling you to communicate and/or interface with the Site, you retain full and sole ultimate responsibility for ensuring that your systems and means of communicating with the Site are compatible with the Site and that your and your systems’ communications and interface with the Site do not fail and are error free. You shall not introduce any computer program to the Site which is injurious or damaging to the Site or the data contained therein.
(d) You possess the knowledge necessary to make informed decisions based on your own information, and will not rely on us for specific business recommendations or advice. In connection with your transactions, you will exercise your own discretion and will independently evaluate relevant factors.
(e) The information you supply in your User Data and account documentation and all other information provided by you is accurate, complete and truthful, and you have, and will continue to have, the right and authority to enter such information in the manner contemplated hereby.
(f) You will not hold yourself out as sponsored by, endorsed by, or affiliated with the Company or express or imply that any statements made by you are endorsed by the Company.
(g) You will not attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by the Company in connection with the Site.
(h) You will not engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site, including, without limitation, the use of any virus, worm, trojan horse, time bomb, trap door, denial of service attack, automated repetitive requests for information, or any other device that causes damage to any hardware, software, or equipment used in connection with the Site.
(i) You will not use any meta tags, key words, code or other devices containing any references to the Company or the Site in order to direct any person to any other website for any purpose.
(j) You will not disclose Company Confidential Information in contravention of Section 2 of this Agreement.
9. Privacy and Information Disclosure.
We carefully guard your private information and do not disclose Personal Information to third parties, except as expressly provided herein. “Personal Information” includes first and last name, company information, work and personal e-mail addresses, street address and telephone number, and financial information. You acknowledge and agree that we may, in our sole discretion, preserve or disclose your User Data, as well as your Personal Information, such as email addresses, IP addresses, timestamps, and other User Date and related information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any User Data violates the rights of third-parties; respond to claims that contact information (e.g., phone number, street address) of a third-party has been transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of the Company, other users or the general public. Also be advised that we may gather information in accordance with legal requirements or for the purpose of managing accounts and serving your needs. The Company may use technology to collect Site visitor information for the purpose of maintaining an effective and informative Site and to compile statistical information to be used in connection with advertising and marketing. Also be advised that the Company may gather information in accordance with legal requirements or for the purpose of managing accounts and serving your needs. Any non-Personal Information that you furnish to the Company through the Site is not confidential information. Do not send anything to the Company that may constitute a trade secret or other confidential or proprietary information. The Company cannot accept such information, nor is the Company able to commit to an obligation of nondisclosure or confidentiality regarding submitted information.
10. Payment of Purchase Prices, Fees and Charges.
In connection with your use of the Site’s e-Store, all applicable purchase prices, fees and/or charges payable by you to the Company will be reflected in the pricing displayed on the confirmation screen for each such transaction. Your acknowledgement and acceptance of such purchase prices, fees and charges shall be indicated by your choice of the I WANT TO CONFIRM THIS ORDER prompt on the confirmation screen. All purchase prices, fees and charges are non-cancellable and non-refundable. All purchase prices, fees and/or charges may be changed by us at any time and from time to time, notwithstanding applicable purchase prices, fees and/or charges for transactions already completed. Unless otherwise stated, all purchase prices, fees and/or charges are quoted in U.S. Dollars. You are responsible for paying all amounts due and applicable taxes associated with any transaction made through the Site in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, and retaining collection agencies and legal counsel.)
11. Errors and Omissions.
The Site may contain inaccuracies or typographical or other errors. Although we update the Site often, the information may not be current, accurate or complete. The Company does not warrant or guarantee the timeliness, accuracy or comprehensiveness of the Site or of any User Data or User Content that may appear on the Site. Therefore, do not rely on the information contained on the Site. You agree to access and use the Site, User Data, and the User Content solely at your own risk.
THE SITE, ANY COMMUNICATIONS OR INTERFACE WITH US, ANY INFORMATION AND ANY SERVICE FURNISHED BY OR ON BEHALF OF US (“COMPANY INFORMATION”) ARE PROVIDED “AS IS”. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED IN CONNECTION WITH THE COMPANY INFORMATION, OR AS TO RESULTS TO BE ATTAINED BY YOU FROM THE USE OF THE COMPANY INFORMATION OR THE USE OF THE SITE, INCLUDING VIEWING IMAGES, VIDEO AND AUDIO DISPLAYED OR PLAYED ON THE SITE. WE DISCLAIM ALL WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE OR ANY OTHER WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. NONE OF US OR OUR SUBSIDIARIES, AFFILIATES, ADVISORS, VENDORS, LICENSORS OR CONTRACTORS (COLLECTIVELY, THE “DISCLAIMING PARTIES”) WILL HAVE ANY RESPONSIBILITY TO MAINTAIN THE COMPANY INFORMATION OR TO SUPPLY ANY CORRECTION, UPDATES OR RELEASES IN CONNECTION THEREWITH. NONE OF THE DISCLAIMING PARTIES ARE SOLICITING ANY ACTION BASED UPON USE OF THE COMPANY INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND ADEQUACY OF ANY INFORMATION CONTAINED IN THE COMPANY INFORMATION YOU USE AND FOR USING THE COMPANY INFORMATION IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE OR THE SERVICES WILL BE APPROPRIATE OR AVAILABLE IN ANY LOCATION OUTSIDE THE UNITED STATES, AND ANY ACCESS OF THE SITE OR THE SERVICES IN JURISDICTIONS WHERE SUCH ACCESS WOULD BE ILLEGAL IS PROHIBITED. ANY INDIVIDUAL WHO ACCESSES THE SITE OR THE SERVICES IN ANY JURISDICTION OUTSIDE THE UNITED STATES DOES SO ON HIS OR HER OWN INITIATIVE AND ASSUMES ALL RESPONSIBILITY FOR COMPLIANCE, AND ALL RISK OF NONCOMPLIANCE, WITH ALL APPLICABLE LAWS AND REGULATIONS HAVING THE FORCE OF LAW.
We are not liable for damages arising from any delay, error, inaccuracy, omission, or other defect in the Site or the Services, whether resulting from system or equipment failure or from any other cause whatsoever. We are not liable for damages arising from the failure of any person to perform its obligations in connection with any Services or other transaction. You hereby acknowledge that you have not relied upon any warranty, condition, guaranty or representation made by us. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
13. LIMITATION OF LIABILITY.
EXCEPT AS EXPRESSLY PROVIDED BELOW, IN NO CIRCUMSTANCES SHALL ANY OF THE DISCLAIMING PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, OR DAMAGE SUFFERED OR COSTS AND EXPENSES INCURRED BY YOU (REGARDLESS OF WHETHER WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, COSTS OR EXPENSES) OR BY ANY THIRD PARTY, OF ANY NATURE, OR FROM ANY CAUSE WHATSOEVER, WHETHER DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO: (A) THIS AGREEMENT; (B) ANY FAULTS IN the SITE OR THE SERVICES; (C) THE SUSPENSION, TERMINATION OR INABILITY TO USE ALL OR PART OF the SITE OR THE SERVICES, OR ANY INACCURACIES OR OMISSIONS IN ANY INFORMATION PROVIDED; (D) ANY FAULTS IN THE OPERATION OF the SITE OR THE SERVICES; (E) ANY OTHER CAUSE IN CONNECTION WITH THE FURNISHING, PERFORMANCE, MAINTENANCE, OR USE OF OR INABILITY TO USE ALL OR ANY PART OF the SITE OR THE SERVICES; (F) THE INSTALLATION, FURNISHING, PERFORMANCE, MAINTENANCE OR USE OF, OR INABILITY TO USE OR DELAYS OR INTERRUPTIONS IN, THE SITE OR THE SERVICES, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED THAT DAMAGE OF THAT SORT MAY OR WILL ARISE; OR (G) ANY COMPANY INFORMATION OR CONTENT ON THE SITE, INCLUDING IMAGES, VIDEO AND AUDIO DISPLAYED OR PLAYED ON THE SITE, OR NOT DISPLAYED OR PLAYED ON THE SITE. You understand and agree that the remedies, disclaimers and limitations in this Agreement allocate the risks of product and service nonconformity between the parties as authorized by the Uniform Commercial Code and other applicable laws. The fees charged by us for your use of the Site reflect and are set in reliance upon this allocation of risk and the limitation of liability, indemnities and exclusion of damages set forth herein.
14. Force Majeure.
Without limiting the generality of the disclaimers and limitations of liability set forth above, under no circumstances shall the Company be responsible for any loss or damage resulting directly or indirectly, in whole or in part, from any act of God, war, terrorism, civil disturbance, strike, natural calamity, flood, labor or material shortage, communications, computer, software, hardware, or equipment failure, act or omission of any utility, communications service, electrical outage or disturbance, or brown-out or black-out, common carrier, internet or network access or backbone provider or information provider, delay in mails, delay or inaccuracy in the transmission of orders or information, governmental or self-regulatory organization law, rule, or actions, or other cause beyond our control.
You agree to indemnify and hold harmless and, at your expense, to defend us, the Disclaiming Parties and their respective officers, managers, members, employees, agents, controlling persons, successors and assigns (“Indemnified Parties”) from and against any cost, expense, liability, claim, loss or damage, direct, consequential, punitive and/or incidental in nature (including reasonable legal fees and other expenses) to which such Indemnified Party may become subject, insofar as such cost, expense, liability, claim, loss or damage arises out of, in connection with, or relates to User Content, your use of the Site, any breach by you of any of the terms of this Agreement, including a disclosure of Company Confidential Information, any failure by you to perform any of your obligations under this Agreement or any default by you in the due payment of any amount for which you are responsible under this Agreement.
The Company processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, the Company will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notices of claimed infringement should be directed to: LaserStar Technologies Corporation, Attn: James E. Gervais, President and Chief Operating Officer, One Industrial Court, Riverside, RI 02915, telephone: (401) 438-1500, e-mail: email@example.com. The words “Notice of Infringement” should be put in the subject line of all such notifications. The Company will respond to all notifications of claimed infringement of intellectual property rights in accordance with applicable laws.
The obligations set forth herein of a party to this Agreement may only be waived in writing by the other party to this Agreement and further, any such waiver or other failure to insist upon strict compliance with any obligation hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Notwithstanding the generality of the foregoing and in addition thereto, no failure or delay on the part of either party in exercising any right or remedy available hereunder for any one or more non-performance or other defaults shall be construed to prejudice any other right or remedy available hereunder for such or for any other or subsequent non-performance or other default.
This Agreement may not be assigned or transferred by you without our written consent. Any attempted assignment in violation of this provision shall be null and void. We may assign this Agreement at any time to any direct or indirect subsidiary or to any successor of ours that is established or prepared to provide the services described herein. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
19. Governing Law; Jurisdiction.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Rhode Island, without reference to principles of conflicts of laws. The parties hereby agree that any legal action or proceeding with respect to this Agreement or the subject matter of this Agreement shall be brought in the state or federal courts located within the State of Rhode Island, and by acceptance of this Agreement, each party irrevocably submits to the jurisdiction of such courts, and irrevocably waives any and all objections it may have to venue in such courts.
20. No Agency.
No agency, partnership, joint venture, work-for-hire, third-party beneficiary, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or by your usage of the Site.
If any provision of this Agreement or the application thereof to any person or circumstance, for any reason or to any extent, shall be found by any court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law so long as such provision still expresses the intent of the parties as expressed hereby. If the intent of the parties cannot thereby be preserved, the parties agree to enter into a legal, valid and enforceable substitute agreement that will achieve the objectives of this Agreement as it is written.