1.You Agree to These Terms by Accessing or Using this Site
Your access or use of any website owned or controlled by Tyrion Integration, Inc. (“Company,” “We,” or “Us”) that links to these Terms (collectively, the “Site”) is governed by the terms and conditions set forth in this document. By accessing or using the Site you accept, without limitation or qualification, these Terms. If you
do not agree to accept these Terms without limitation or qualification, please exit the Site and cease all further use of or access to the Site. These Terms govern your access to and use of the Site regardless of how you access the Site.
BY USING THIS SITE, YOU AFFIRM THAT YOU ARE THIRTEEN (13) YEARS OF AGE OR OLDER. YOU ALSO AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.
2.Restricted Use and Disclaimer
Portions of this Site requiring a username and password have been designed exclusively for customers of the Company who have properly purchased the right to access such portions of the Site and use the services provided. Use of such portions of the Site without a Company-authorized access is a violation of these Terms and other state and federal civil and criminal laws. The Company tracks authorized and unauthorized use of this Site. Unauthorized users are subject to prosecution.
Use of certain software made accessible to authorized users via this Site is governed by an additional end-user license agreement (EULA), which you are required to agree to prior to use of such software. To the extent these Terms are inconsistent with any terms of such EULA, the Terms of the EULA shall prevail with respect to your use of the Nucleus™ software and/or operating system.
3.Rules of Conduct
While accessing or using this Site, you are required to comply with all applicable laws, rules, and regulations. In addition, you agree not to:
∙Post, upload, transmit, or otherwise make available through or in connection with this Site anything that is:
othreatening, abusive, harassing, degrading, hateful, or intimidating;
ofalse, misleading, defamatory, or libelous;
ofraudulent or tortious;
oprofane, obscene, indecent, pornographic, or otherwise objectionable;
oprotected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express prior consent of the owner of such right; or
∙Post, upload, transmit, or otherwise make available through or in connection with this Site:
oany material that promotes racism, bigotry, hatred, or harm against any group or individual, or promotes discrimination based on race, gender, religion, nationality, disability, sexual
orientation, or age;
oany material that disparages the Company or its partners;
oany material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offense, or that encourages or provides instructional information about illegal activities or activities such as phishing, email spoofing,
hacking, cracking, or phreaking;
oany computer virus, ransomware, worm, Trojan horse, rootkit, keylogger, dialer, spyware, adware, malicious BHO, rogue security software, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, this Site or any
hardware, software, or equipment;
oany unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letter, pyramid scheme, or
investment opportunity, or any other form of solicitation;
oany material, non-public information about a company without the proper authorization to do so.
∙Use the Site to harass, stalk, threaten, or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally-identifiable information about users of the Site;
∙Impersonate any person or entity, including without limitation any Site moderator or any representative of the Company or affiliated entity;
∙Falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that We endorse any statement you make;
∙Interfere with or disrupt the operation of the Site, or the servers or networks used to make the Site available, or violate any requirements, procedures, policies, or regulations of such networks;
∙Restrict or inhibit any other person from using the Site, including without limitation by hacking or defacing any portion of the Site;
∙Use the site to advertise or offer to sell or buy any goods or services for any business purposes;
∙Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose any portion of, use of, or access to the Site;
∙Remove copyright, trademark, or other proprietary rights notices from the Site or from materials originating from the Site;
∙Frame or mirror any part of the Site, or any software or service provided on or in connection with the Site, without the Company’s express prior written consent;
∙Create a database by downloading and storing Site content;
∙Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, scrape, data mine, or in any way gather Site content, or reproduce or circumnavigate the navigational structure or presentation of the Site;
∙Modify, prepare derivative works of, or reverse engineer Our services or contents of the Site.
Company reserves the right to cooperate with law enforcement authorities or court orders seeking disclosure of identity and other personal information of anyone violating these Terms.
Notwithstanding the restrictions above, and subject to compliance with any instructed posted in the robots.txt file located in the Site’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly-available, searchable indices of such materials.
4.Intellectual Property Rights
You agree that the Company or its licensors retain all proprietary right, title and interest in and to any copyrights, trademarks, patent rights, or any other proprietary rights of any type whatsoever, embodied in or relating to the Site, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto.
You agree that the Company is the sole owner of the rights to its name, logo, or other trademarks, including the Nucleus™ trademark, (collectively, the “Marks”) and that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Marks or is similar to any of the Marks.
The software, technology, and services provided or made available through this Site may contain trade secrets that Tyrion Integration considers confidential and proprietary information. Your right to use such material is subject to the restrictions in these Terms.
5.Consent to Use of Data
You will be the owner of all data or information created by you and stored on the Company’s servers pursuant to your authorized use of the Site. You agree that the Company may access and use such data to the extent necessary to provide the services available through this Site, or to troubleshoot problems with such services. You further agree that the Company may collect and use technical data and related information, including but not limited to technical information about the device(s) and platforms you use to access the Site, as well as peripherals. This information is gathered periodically to facilitate the provision or update of this Site or the services provided on this Site.
6.Third-Party Websites and Links
This Site may provide links to other websites and online resources. Because We have no control over such sites and resources, you acknowledge and agree that the Company has no responsibility for the availability of such sites or resources, or for any content appearing on or available through such sites or resources. Further, you agree that the Company is not responsible or liable for any advertising on such sites or resources, or for any purchases or other transactions made through such sites or resources.
YOUR AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES AND RESOURCES.
7.Access to the Site; Security
While the Company tries to maintain the integrity and security of the servers from which the Site is operated, Company does not guarantee that the Site will be or remain secure, complete, or correct, or that access to the Site will be uninterrupted.
You agree that you will not, under any circumstances, share your username or password with any other person or entity. Doing so terminates any rights you have under these Terms. You further agree to undertake your best efforts to prevent transmission of usernames or passwords used in connection with your access to the Site.
The Company is not responsible for any unauthorized acquisition and use of passwords or unauthorized access to the Site resulting from such acquisition and use.
You will notify the Company immediately of any unauthorized use of your username or password, or of your user account, or any other known or suspected breach of security or confidentiality related to your use of or access to the Site.
9.Limitations of Liability and Disclaimer of Warranties
THE SITE AND ANY SOFTWARE, PRODUCTS, MATERIALS, OR SERVICES (“SERVICES”) MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED ON AN ‘AS IS’ BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE. THE COMPANY DOES NOT WARRANT THAT ANY SERVICES WILL BE SUITABLE FOR USE FOR ANY PARTICULAR PURPOSE, OR WILL MEET ANY SPECIFIC USER REQUIREMENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR THROUGH USE OF ANY SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE IS DOWNLOADED OR OTHERWISE OBTAINED OR UTILIZED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM YOUR USE OF THE SITE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SITE AND SERVICES REMAINS WITH YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR PERSONAL INJURY OR DEATH, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Please note that some jurisdictions may not allow the exclusion of certain damages, so some of the above exclusions may not apply to you. Notwithstanding any language to the contrary in this section, warranties relating to Nucleus™ hardware or software, if any, set forth in a separate written agreement shall remain in place according to the terms of such separate written agreement.
You agree to defend, indemnify, and hold harmless the Company, as well as its directors, officers, employees, agents, representatives, and licensors, from and against all claims, losses, costs, and expenses (including without limitation attorneys’ fees) arising out of: (a) your use of, or activities in connection with, the Site; (b) any violation of these Terms by you or through your account; or (c) any allegation that any materials you upload to or make available through the Site or associated services infringe or otherwise violate the copyright, trademark, trade secret, privacy, publicity, or other intellectual property or proprietary right of any third party.
11.Changes to These Terms
The Company may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised version of these Terms on this Site. Your use of the Site following any changes to these Terms will constitute your acceptance of such changes.
12.Terms and Termination
These Terms are effective until terminated by the Company. The Company may terminate your access to or use of the Site if We believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination, your rights to access and use the Site will immediately cease. You agree that termination of your access to, or use of, the Site may be effected without prior notice, and that Company may immediately deactivate or delete your username, password, and all related information and files associated with it. Further, the Company may bar all further access to such information and files. You
agree that the Company will not be liable to you or any third party for any termination of your access to the Site or to any such information and files.
Sections 4, 5, and 8 through 16 hereof shall survive any termination or expiration of these Terms.
The Company may assign these Terms, in whole or in part, at any time without any notice to You.
The Site is controlled and operated by Company from the United States, and is not intended to subject Company to the laws or jurisdiction of any territory other than that of the United States. Company does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. Any software provided through or in connection with the Site may be subject to United States export controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a ‘terrorist supporting’ country; or (b) on any of the U.S. government lists of restricted end users.
∙These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor- franchisee relationship between you and Company;
∙These Terms and your use of the Site are governed by the laws of the State of California, U.S.A., without regard to its choice of law provisions. You agree that: (a) any and all disputes, claims, and causes of action arising out of or connected with your use of the Site shall be resolved individually, without resort to any form of class action and exclusively by arbitration under the Rules of the American Arbitration Association (b) any and all claims, judgments and rewards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys’ fees; and (c) under no circumstances will you be permitted to
seek recovery for, and you hereby waive all rights to claim, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses and statutory damages, and waive any and all rights to have damages multiplied or otherwise increased;
∙If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision;
∙No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default;
∙Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof;
∙No party will be responsible for any delay or failure to perform under these Terms due to force majeure events, including natural disasters, terrorist activities, activities of third-party service providers, interruption of communications lines, labor disputes, government actions or orders, laws, or acts of God;
∙These Terms, together with all policies or rules referred to herein, constitute the entire agreement between you and Company relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter.
No part of the material protected by copyright may be reproduced or utilized in any form or by any means, electric or mechanical, including photocopying, recording, and broadcasting, or by any information storage or retrieval system, without permission from Tyrion Integration.