A. Assent to Agreement. BY SELECTING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS FRAME, YOU ARE INDICATING THAT YOU HAVE READ, ACKNOWLEDGE, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN IN THEIR ENTIRETY, WITHOUT LIMITATION OR QUALIFICATION. IF THIS AGREEMENT IS CONSIDERED AN OFFER BY YOU, THEN ACCEPTANCE BY PROVIDER IS EXPRESSLY CONDITIONED UPON YOUR CONSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THIS AGREEMENT IS CONSIDERED AN OFFER BY PROVIDER, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AT THE BOTTOM OF THIS FRAME AND MAY NOT USE THIS WEB SITE. If you are ordering the services available on this Web site on behalf of a company, then “you” includes your company, its officers, members, employees, contractors, agents, successors, and assigns.
B. Restrictions on Use. Except as otherwise permitted in writing by Provider, no materials from the Provider site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the Provider site for non-commercial, personal use only. If you do so, you agree to accurately reproduce all copyright and other proprietary notices contained on the materials. YOU MAY NOT USE, DISTRIBUTE, MODIFY, TRANSMIT, OR POST THE CONTENT OF THIS WEB SITE FOR PUBLIC OR COMMERCIAL PURPOSES, WITHOUT PROVIDER’S EXPRESS WRITTEN CONSENT. You may not use any metatags or any other “hidden text” using Provider’s names or trademarks without the express written consent of Provider.
C. Intellectual Property. Except as otherwise provided herein, all content included on this site, such as text, graphics, logos, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds, and other material is the property of ProFMI or its licensors and is protected by copyrights, trademarks, trade secrets, or other proprietary rights. All such content is copyrighted under the U.S. copyright laws (17 U.S.C. § 101, et. seq.) and international treaty provisions, and ProFMI owns a copyright in the selection, coordination, arrangement, and enhancement of such content. Without limiting the generality of the foregoing, all software used on this site is the property of Holmes or its licensors and is protected by U.S. and international copyright laws. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on the site, in whole or in part. Any use other than as contemplated herein is strictly prohibited. All trademarks, names, and logos on this site are the property of their respective owners. Your use of such trademarks without the express written consent of the trademark owner is strictly prohibited.
D. Limited License. Provider grants you a limited, non-exclusive, non-transferable personal license to access and use this Web site and its content for your personal, non-commercial use only. All rights not expressly granted herein are reserved by Provider.
E. Representations and Warranties. By using this site, you represent and warrant that (i) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (ii) you are authorized to sign for and bind the contracting party; and (iii) you will use this Web site in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement.
F. Disclaimer of Warranties. PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THIS WEB SITE OR ITS CONTENTS. PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THIS WEB SITE AND ITS CONTENT.
PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THIS WEB SITE WILL BE CORRECTED. PROVIDER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THIS WEB SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
G. Limitation of Liability; Exclusive Remedy. YOU AGREE THAT PROVIDER (AND ITS LICENSORS) SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR USE OF THIS WEB SITE AND/OR ITS CONTENTS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING WITHOUT LIMITATION A NEGLIGENT ACT, SHALL PROVIDER (OR ANY OF ITS LICENSORS) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THIS WEB SITE OR ITS CONTENTS OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS WEB SITE, YOUR USE OF OR INABILITY TO USE THIS WEB SITE, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, PROVIDER’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PROVIDER’S LIABILITY EXCEED $500.00.
IF YOU ARE DISSATISFIED WITH THIS WEB SITE OR ITS CONTENT, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SITE.
H. Indemnifications. You agree to indemnify, defend, and hold harmless Provider, its affiliates, agents, employees, and licensors from and against any and all claims and expenses (including without limitation reasonable attorneys’ fees) arising out of or related in any way to your use (including without limitation use by your employees, contractors, or agents) of this Web site and/or its contents, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.
I. Dispute Resolution. This Agreement will be governed by the laws of the State of Florida, without reference to the conflict of laws provisions thereof. Any dispute relating in any way to your use of this Web site shall be submitted to confidential arbitration in Minneapolis, Minnesota, except that, to the extent you have in any manner violated or threatened to violate Holmes’s or ProFMI’s intellectual property rights, Holmes and ProFMI may seek injunctive or other relief in any state or federal court in the state of Minnesota, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
J. Limitations on Claims. Any cause of action you may have with respect to your use of this site must be commenced within one (1) year after the claim or cause of action arises.
K. Modification/Termination. Provider may modify or terminate this Agreement at any time and for any reason without written notice. Without limiting its other remedies, Provider may immediately suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement.
L. Third-Party Web Sites. Hypertext links to third-party Web sites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Provider of the third party, the third-party Web site, or the information contained therein. You acknowledge and agree that Provider does not warrant and is not responsible or liable for the availability or content of any such Web sites.
M. Content. The development materials and related information provided in connection with this Web site are intended for your benefit, and to assist you in your use of the Web site and its content. Provider does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. All content is provided “AS IS.” Use of such information is voluntary.
N. International Use. You agree to comply with all applicable laws and local rules regarding the transmission of data, acceptable contents, and online conduct.
O. Modifications to Agreement and Web Site. Provider may revise the Agreement at any time and you agree to be bound by the revised Agreement. Provider does not and will not assume any obligation to notify you of changes to this Agreement. Any such modifications will become effective upon the date they are first posted to this site. Provider reserves the right to make changes to this Web site at any time.
P. Claims of Copyright Infringement. Claims of copyright infringement made in conformance with Title 17, United States Code, Section 512(c)(2), must be directed to Provider’s designated agents:
Attention: Erik Hinkie
ADDRESS: 2975 Lone Oak Drive, Suite 180
Eagan, MN 55121-1553
Attention: Customer Relations
ADDRESS: 2975 Lone Oak Drive, Suite 180
Eagan, MN 55121-1553
Q. Entire Agreement; Waiver. This Agreement constitutes the entire agreement between Provider and you with respect to this Web site and its content and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Provider with respect to this Web site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
R. Severability. If for any reason any provision of this Agreement shall be declared void or invalid, such declaration shall not affect the validity of the rest of this Agreement, which shall remain in full force and effect as if so executed with the void or invalid provision eliminated.
DATE OF LAST MODIFICATION
October 20, 2017