Welcome to our Web site. By using our Web site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this Web site. The term “Grosfillex,” “us” or “our” refers to Grosfillex, Inc. the legal name of the owner of the Web site. The term “you” or “your” refers to the user or viewer of our Web site.
1. ACCEPTANCE OF AGREEMENT
You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to our Web site (the “Site”) and the information, materials or documents (collectively defined as “Materials”) contained on or within the Site. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. Grosfillex may amend this Agreement at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site so you are aware of any such amendments and/or revisions to which you are bound.
2. CONDITIONS OF USE
This Site is owned and operated by Grosfillex. The Materials contained in the Site are provided by Grosfillex for informational purposes only. By viewing the Site and/or downloading any of the Materials contained in this Site, you agree to the terms and conditions outlined in this Agreement. If you do not agree to them, you should not use or download Materials and should exit the website immediately and cease any further use of any Materials you have obtained from the website. This legal notice is the exclusive agreement between Grosfillex and you on the subject matter. Grosfillex shall have the right to terminate your ability to access this Site and the Materials contained within the Site at any time without notice.
3. OWNERSHIP OF MATERIALS
The contents of this Site, including the information, content, organization, compilation, magnetic translation, digital conversion, text and images, graphics and other materials related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights and should not be distributed, modified, reproduced, or used, in whole or in part, without the prior written consent of Grosfillex except for the express limited purposes permitted by Section 4 below. The copying, redistribution, use, or publication by you of any such matters or any part of the Site except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any Materials viewed through the Site. The posting of information or Materials on the Site does not constitute a waiver of any rights held in such information and Materials. Some of the content and/or Materials on the Site may be the copyrighted work of third parties.
4. LIMITED LICENSE; PERMITTED USES
You are granted a non-exclusive, non-transferable, revocable license to: (1) access and use the Site strictly in accordance with this Agreement; (2) to use the Site solely for internal, personal, non-commercial purposes; and (3) to print out discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain and keep intact all copyright and other proprietary notices and/or policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
5. RESTRICTIONS AND PROHIBITIONS ON USE
Your license for access and use of the Site and any Materials therein are subject to the restrictions and prohibitions on use set forth in this section. Without obtaining the prior written consent of Grosfillex, you may not: (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, sub-license, loan or otherwise make available in any form or by any means all or any portion of the Site or any Materials retrieved from it without the prior written consent of Grosfillex; (b) use the Site or any Materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Materials from the Site; (d) use any Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.
6. REGISTRATION
Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using accurate information. Each registration is for your personal use only. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
7. COPYRIGHT AND TRADEMARK INFORMATION
Grosfillex expressly reserves all intellectual property rights in all text, programs, products, processes, technology, content, and other materials that appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of Grosfillex or any third party’s intellectual property rights. The Grosfillex names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of Grosfillex. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo, or mark in any manner. Please note that any product, process or technology described in the materials on this website may be the subject of other intellectual property rights reserved by Grosfillex and are not licensed hereunder. Trademarks of other parties are identified wherever possible and Grosfillex acknowledges their rights.
8. THIRD-PARTY COMPANIES AND PRODUCTS
Mention of third-party products, companies, and websites on this Site is for informational purposes only and constitutes neither an endorsement nor a recommendation. Grosfillex provides this information only as a convenience to users and Grosfillex makes no representation whatsoever regarding the content of any other websites. When you access a non-Grosfillex site, please understand that it is independent from Grosfillex and that Grosfillex has no control over the contents on that website. Grosfillex is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, or pornography that may be present on a non-Grosfillex site. A link to a non-Grosfillex website does not mean that Grosfillex endorses or accepts any responsibility for the content or use of such website. Grosfillex makes no representations regarding the quality, safety, or suitability of any products by third-party companies. All third-party products must be ordered directly from the vendor and all licenses and warranties, if any, are made between you and the vendor. If you decide to leave our Site and access a non-Grosfillex website, you do so at your own risk.
9. LEGAL DISCLAIMER
Grosfillex intends for the information and data contained in the Site to be accurate and reliable; however, since the information and data have been compiled by Grosfillex from a variety of sources, THE MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GROSFILLEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGMENT. THE MATERIALS IN THIS WEBSITE COULD CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. GROSFILLEX MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE PRODUCTS AND/OR THE PROGRAMS DESCRIBED IN THIS SITE AT ANY TIME. GROSFILLEX IS NOT RESPONSIBLE FOR INACCURATE OR OUTDATED INFORMATION OR MATERIALS ON THE SITE. YOU SHOULD CONTACT GROSFILLEX OR WHERE APPLICABLE THE THIRD PARTY VENDOR TO VERIFY THAT THE INFORMATION AND MATERIALS DISPLAYED ON THE SITE ARE ACCURATE AND CURRENT. GROSFILLEX CANNOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GROSFILLEX DOES NOT WARRANT THAT THIS SITE IS COMPATIBLE WITH YOUR COMPUTER EQUITMENT. GROSFILLEX ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE.
10. LIMITATION OF LIABILITY
Grosfillex shall not be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, of this Site or reliance upon any information or Materials contained within the Site including, but not limited to damages arising from loss of profits, business interruption, or such damages to the fullest extent of the law. Applicable law may not allow the limitation or exclusion of implied warranties and representations, in which case the above limitation or exclusion will not apply to you. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, in which case the above limitation or exclusion will not apply to you. In no event shall Grosfillex’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including but not limited to negligence, product liability or otherwise)) exceed the amount paid by you, if any, for accessing this Site.
11. INDEMNIFICATION
You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, subsidiaries, corporate affiliates, third party suppliers of information and documents, advertisers, product and service providers, and affiliates harmless from any liability, loss, claim and expense related to your violation of this Agreement or use of the Site.
12. LINKING TO THE SITE
You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.
13. NONTRANSFERABLE
Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or Materials is not transferable or assignable.
14. UNLAWFUL ACTIVITY
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate in our possession to such persons or entities.
15. PRIVACY POLICY
Our Privacy Policy as it may change from time to time, is a part of this Agreement.
16. SECURITIES LAWS
The Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
17. COPYRIGHTS
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the Site;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by mail:
Copyright Agent: NAME [TO BE COMPLETED]
BUSINESS ADDRESS [TO BE COMPLETED]
BUSINESS TELEPHONE & FAX [TO BE COMPLETED]
18. INFORMATION AND PRESS RELEASES
The Site may contain information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
19. LEGAL COMPLIANCE
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the content and Materials provided therein.
20. EQUIPMENT
You are responsible for obtaining and maintaining all computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.
21. MISCELLANEOUS
This Agreement shall be treated as though it were executed and performed in Robesonia, Pennsylvania, and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, documents, products or services related thereto) must be instituted within two (2) years after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and enforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.
22. ARBITRATION
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us relating to Site operations and/or intellectual property, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association applicable at the time the arbitration commences. The arbitration shall be conducted in Wyomissing, Pennsylvania. Each party shall bear its own attorneys’ fees. Each party shall bear one-half of all arbitration fees and costs.