Welcome to the Spitfire Strategies LLC (“Spitfire”) SmartScan website located at www.spitfiresmartscan.org (“Site”). The following terms and conditions (“Terms”) govern your use of this Site. By accessing, viewing or using the content, material or any services available on or through this Site, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately.
1. Registration. In order to access certain content on the Site, you will be asked to register and create an account. As part of the registration process, you will be asked to select a login and password. You may be required to provide Spitfire with certain information about yourself including some types of personally identifying information such as your email and your phone number. You are fully responsible for your account, including use of the account by any third party and maintaining the confidentiality of your password. You may terminate your account at any time by contacting us at firstname.lastname@example.org.
2. Proprietary Rights. As between any user and Spitfire, Spitfire owns or licenses all data, content, audio clips, video clips, artwork, images, photographs, graphics, functional components, software and software concepts, documentation and other material on, in or made available through the Site (“Site Material”), as well as the selection, coordination, arrangement and organization and enhancement of the Site Material. All Site Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms and the limited fair use described herein. Fair use of copyrighted material includes the use of protected materials for non-commercial educational purposes, such as teaching, scholarship, research, criticism, commentary and news reporting. Unless otherwise noted, you may link to, download or print text and image files that are marked for use or copying or otherwise evident from their nature from this Site solely for such purposes without Spitfire’s written permission, provided that you comply with the following conditions: (a) the content may only be used for personal, educational or noncommercial purposes; (b) you must cite the author and source of the content; (c) none of the content may be altered or modified; and (d) you must comply with all other terms or restrictions which may be applicable to the individual file, image or text.
3. Unauthorized Activities. Except as permitted in Section 2, you agree not to modify, distribute or copy the Site Material or otherwise use the Site Material in any way for any purpose without prior written approval from Spitfire. You agree that you will use the Site for information purposes only and not for any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws. You acknowledge and agree that the unauthorized use of the Site Material could cause irreparable harm to Spitfire and that in the event of such unauthorized use, Spitfire shall be entitled to an injunction in addition to any other remedies available at law or in equity.
4. Materials Submitted to the Site. We welcome comments about our Site, and the Site may allow you to contribute content, information, text, files, graphics, messages, and other materials and information for access, use, and commentary by other users to the Site (“User Content”). Upon your submission of User Content or other material or information to Spitfire, you grant Spitfire a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify and create derivative works based upon the User Content, all without any compensation to you whatsoever. By sending or posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not violate any law, statute, ordinance, regulation or any other right of any person, including proprietary rights.
5. Third Party Web Sites and Content. The Site is available for informational purposes only. Parties other than Spitfire, including its Distributors and clients, may provide products, services or content on the Site. Additionally, the Site may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. Spitfire does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of third parties’ websites is at your own risk, and subject to the terms and conditions of such other websites. Spitfire does not endorse any product, service, or treatment provided on a third party website or advertised on the Site.
6. Disclaimer. Spitfire, its Licensor and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Site Material, User Content, products, software, services, links, advertisements or other items contained within the Site. Spitfire reserves the right to immediately remove any Site Material or User Content for any reason or for no reason. Spitfire cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any Site Material, User Content, the Site or the products or services made available in connection with the Site, including information posted to any Site features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site, Site Material, User Content and that you may not rely on such Site Material or any User Content.
THE SITE, THE SITE MATERIALS, USER CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. Spitfire, ITS LICENSORS AND AFFILATES MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE SITE MATERIALS, USER CONTENT, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL SITE MATERIALS, THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.
7. LIABILITY. SPITFIRE, ITS LICENSORS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE SITE MATERIALS, USER CONTENT, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR SPITFIRE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF SPITFIRE, ITS LICENSORS, AND ITS AFFILIATES TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, THE SITE MATERIALS AND USER CONTENT, ON, IN AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, SOFTWARE, INFORMATION OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF SPITFIRE AND ITS LICENSORS AND SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the Site, or with any of these Terms, or feel Spitfire has breached these Terms, your sole and exclusive remedy is to discontinue using the Site.
8. Indemnification. You shall indemnify Spitfire and its affiliates, and their respective directors, officers, employees, agents, contractors, licensors and clients (“Spitfire Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the Site Materials, User Content, the services, products (except to the extent contained in any published warranties applicable to the specific product provided by Spitfire separate and apart from the Site), information and other materials on, in and made available through the Site, or any breach by you of these Terms and shall indemnify and hold Spitfire Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Spitfire. Spitfire or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Spitfire does not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Spitfire, subject to the right of Spitfire to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
9. Internet Security. Spitfire uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Spitfire will use reasonable commercial efforts to minimize such disruption where it is within our reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Spitfire via the Site or the Internet, including, for example, personal information such as your name or address.
10. Complaint Procedures. If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to Spitfire at email@example.com a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
11. Changes to these Terms; Termination. Spitfire reserves the right at any time to modify, alter or update these Terms. Notice of any new or revised Terms, as well as the location of the new or revised statement, will be posted on the Site for at least twenty (20) days after the change. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. Spitfire may suspend or terminate your account and/or your ability to use the Site or any services on the Site for failure to comply with these Terms, for providing Spitfire with untrue or inaccurate information about yourself, for infringement upon Spitfire proprietary rights, or for any other reason whatsoever or for no reason.
12. Governing Law and Jurisdiction. These Terms represent the entire agreement between you and Spitfire with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the District of Columbia , without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in Washington D.C.; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.
13. Miscellaneous. The Site is controlled and operated from within the United States. Without limiting anything else, Spitfire makes no representation that the Site, Site Materials, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of Spitfire to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
Dated: July 28, 2014
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