THE FOLLOWING AGREEMENT DESCRIBES THE
TERMS UNDER WHICH GIACT SYSTEMS, INC.
OFFERS YOU ACCESS TO OUR WEB SITE
License to Access and Use the Giact Website
Giact grants you a limited license to access and make personal use of the Giact Website and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of Giact. This license does not include any resale or commercial use of the Giact Website or its contents; any collection or use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Any unauthorized use terminates the permission or license granted by Giact. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Giact (http://www.giact.com/) so long as the link does not portray Giact, or its products or services, in a false, misleading, derogatory, or otherwise offensive manner.
Giact may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Giact has no control over such sites and resources, you acknowledge and agree that Giact is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Giact shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Giact’s Intellectual Property Rights
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of this site or access to the Giact Website. The content provided by Giact on the Giact Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Giact or its content suppliers, partners, or affiliates, and is protected by U.S. and international copyright laws. The compilation of all content on the Giact Website is the exclusive property of Giact and is protected by U.S. and international copyright laws. All software used on this site is the property of Giact or its software suppliers and is protected by U.S. and international copyright laws. You acknowledge and agree that the Giact Website contains proprietary and confidential information that is protected by applicable U.S. and international intellectual property and other laws.
Except as expressly authorized by Giact, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Giact Website, including its interface, in whole or in part, and other logos and product and service names that are trademarks of Giact (the “Giact Marks”). Unless you have written permission, you agree not to display or use the Giact Marks in any manner, whatsoever. Any trademarks, logos, service marks, brand identities, titles, characters, graphics, designs, and/or other properties displayed on the Giact Website are property of Giact and are protected as registered and unregistered trademarks and copyrights. To protect our brand names and accompanying marks, Giact requires a license agreement or written permission from an authorized agent at Giact, prior to any use of trademarks or copyrights belonging to Giact. Any misuse of trademarks belonging to Giact is strictly prohibited.
WARRANTY. THE GIACT WEBSITE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL GIACT (OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) OR ANY OF ITS AFFILIATES OR VENDORS (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING FROM YOUR USE OF THE GIACT WEBSITE), INCLUDING, BUT WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree, at your own expense, to indemnify, defend and hold harmless Giact and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers and agents (collectively, the “Giact Indemnified Parties”), against any claim, suit, action or other proceeding against Giact Indemnified Parties, by a third party, to the extent that such claim, suit, action or other proceeding is based on or arises in connection with your use of the Giact Website specifically including (a) a violation of the terms set forth in the TOU (b) a claim that any use of the Giact Website by you infringes any third party intellectual property right, is libelous or defamatory, or otherwise results in injury or damage to anyone. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.
This TOU shall be deemed to be made and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the state of Texas without regard to its conflict of laws principles. You many not bring any action against Giact, regardless of form, arising out of or in conjunction with the subject matter of this TOU more than one (1) year after the cause of action arose.
You agree that any and all claims, demands, disputes, differences, controversies, and misunderstandings, whether in contract, tort or a combination thereof, that you may bring against Giact that arise under, out of, in connection with, or in relation to this TOU, or with operations carried out under this TOU, including but without limitation to any dispute as to the validity, interpretation, enforceability or breach of this TOU, shall be brought in a state court sitting in Collin County, Texas or the Sherman Division of the United States District Court for the Eastern District of Texas, and you irrevocably submit to the exclusive and personal jurisdiction of each such court in any action or proceeding and waives any objection you may now have or hereafter have to venue or convenience of forum.
If any provision of this TOU is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect and enforceable.
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