WEB
SITE USE AGREEMENT
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This
Internet Web Site Use Agreement (the "Agreement")
is between you and Master-Bilt Products, an unincorporated
division of Standex International Corporation (the "Company"
with a divisional office at 908 Highway 15 North, New
Albany, Mississippi, 38652. Your use of the Company Internet
Web Site (the "Web Site") is subject to the
following terms and conditions of use:
| 1.
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YOU
AGREE TO READ THESE TERMS AND CONDITIONS OF USE
CAREFULLY BEFORE USING THIS WEB SITE. Use of the
Web Site signifies your unconditional agreement
to the terms and conditions of this Agreement. If
you do not agree to these terms and conditions of
use, do not access or otherwise use this Web Site. |
| 2. |
The
Company may gather, process and use information
and materials received from you (e.g., name, physical
address, e-mail address) or collected through your
use of the Web Site for any lawful reason or purpose.
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| 3. |
The
Company reserves the right, at its sole discretion,
from time to time to change, modify, add or remove
any portion of this Agreement, in whole or in part,
at any time. Notification of any changes in the
Agreement will be posted on the Web Site. |
| 4. |
The
Web Site is protected by one or more copyrights
pursuant to U.S. copyright laws, international conventions
and other intellectual property laws. You will abide
by any and all copyright notices, trademark notices,
ownership information or restrictions contained
in any content on the Web Site. You may download
and make copies of the content and other downloadable
items displayed on this Web Site, provided that
you maintain all copyright and other notices contained
in such content. Copying or storing of any content
on the Web Site for reproduction, redistribution
or publication to third parties for commercial purposes
is expressly prohibited without prior written permission
from the Company. All rights to the Company's copyrighted
materials not expressly granted herein are reserved
by the Company. |
| 5. |
The
Company, at its sole discretion, may change, suspend
or discontinue any aspect of the Web Site at any
time, including the availability of any Web Site
feature, database or content. The Company may also
impose limits on certain features and services or
restrict your access to parts or all of the Web
Site without notice or liability. |
| 6. |
You
represent, warrant and covenant that you shall not
upload, post, transmit to, distribute or otherwise
publish through the Web Site any materials which:
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| |
| a. |
restrict
or inhibit any other user from using and enjoying
the Web Site; |
| b. |
are
unlawful, threatening, abusive, libelous,
defamatory, obscene, vulgar, offensive, pornographic,
profane, sexually explicit or indecent; |
| c. |
constitute
or encourage conduct that would constitute
a criminal offense, give rise to civil liability
or otherwise violate any law or governmental
regulation; |
| d. |
violate,
plagiarize or infringe the rights of third
parties including, without limitation, copyright,
trademark, patent, rights of privacy or publicity
or any other proprietary right; |
| e. |
contain
a virus or other harmful or destructive elements;
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| f. |
contain
any information, software or other material
of a commercial nature; |
| g. |
contain
advertising of any kind; or |
| h. |
constitute
or contain false or misleading indications
of origin or statements of facts.
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| 7. |
You
hereby agree to defend, indemnify and hold harmless
the Company and all of its officers, directors,
agents, employees, information providers, affiliates,
licensors and licensees from and against any and
all liabilities, claims, penalties, losses, damages,
cost and expense (including court costs and reasonable
attorney's fees, interest expense and amounts paid
in compromise or settlement), suits or actions arising
out of or resulting from any breach by you of this
Agreement, including the foregoing representations,
warranties and covenants. You shall cooperate as
fully as reasonably required in the defense of any
claim. |
| 8. |
The
Web Site may contain hypertext links and pointers
to other World Wide Web Internet sites and resources
operated and controlled by parties other than the
Company. Links to and from the Web Site to such
third party sites do not imply or constitute an
endorsement by the Company of any third party material
or content. |
| 9. |
The
Company does not represent or endorse the accuracy
or reliability of any advice, opinion, statement
or other information displayed or distributed through
the Web Site. You acknowledge that any reliance
upon any such opinion, advice, statement, memorandum
or information shall be at your sole risk. The Company
reserves the right, at its sole discretion, to correct
any errors or omissions in any portion of the Web
Site. |
| 10. |
The
Company reserves the right at all times to disclose
any information as necessary to satisfy any law,
regulation or government request, or to edit, refuse
to post or to remove any information or materials,
in whole or in part, that in the Company's sole
discretion are objectionable or in violation of
this Agreement. |
| 11. |
THE
COMPANY WEB SITE, INCLUDING ALL CONTENT, SOFTWARE,
FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE
ON OR ACCESSED THROUGH THE WEB SITE, IS PROVIDED
ON AN ÒAS ISÓ BASIS. TO THE FULLEST EXTENT PERMISSIBLE
BY LAW, THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES
OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEB
SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS
MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED
THROUGH THE WEB SITE, FOR ANY HYPERTEXT LINKS TO
THIRD PARTY WEB SITES OR FOR ANY BREACH OF SECURITY
ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION
THROUGH THE WEB SITE OR ANY LINKED SITE. FURTHER,
THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE WEB SITE OR ANY MATERIALS OR CONTENT
CONTAINED THEREIN WILL BE UNINTERRUPTED, ERROR FREE
OR THAT DEFECTS WILL BE CORRECTED. THE COMPANY SHALL
NOT LIABLE FOR THE USE OF THE WEB SITE, INCLUDING,
WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED
THEREIN. TO THE FULLEST EXTENT PERMISSIBLE BY LAW,
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT,
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE USE OF OR ACCESS TO THE WEB SITE OR FOR ANY
INFORMATION OBTAINED THROUGH THE WEB SITE, WHETHER
BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE,
EVEN IF THE COMPANY OR ANY OF ITS AGENTS HAS BEEN
ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES/JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THEREFORE
THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. |
| 12. |
Any
products or services purchased from the Company
shall be provided in accordance with the Company's
general terms and conditions. |
| 13. |
By
posting messages, uploading files, inputting data
or engaging in any other form of communication (individually
or collectively "Communications") to the
Web Site, you hereby grant to the Company a perpetual,
worldwide, irrevocable, unrestricted, non-exclusive,
royalty free license to use, copy, license, sublicense,
adapt, distribute, display, publicly perform, reproduce,
transmit, modify, edit and otherwise fully exploit
such Communications, in all media now known or hereafter
developed. You hereby waive all rights to any claim
against the Company for any alleged or actual infringements
of any proprietary rights, rights of privacy and
publicity, moral rights and rights of attribution
in connection with such Communications. |
| 14. |
You
acknowledge that Communications involving the Web
Site are not confidential and that Communications
may be read or intercepted by others. You acknowledge
that by submitting Communications to the Company,
no confidential, fiduciary, contractually implied
or other relationship is created between you and
the Company other than pursuant to this Agreement. |
| 15. |
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI,
WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS.
YOU HEREBY AGREE AND CONSENT THAT THE SOLE AND EXCLUSIVE
JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL BE AN
APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE
STATE OF MISSISSIPPI. |
| 16. |
The
Company has a long standing policy that does not
allow it to accept or consider creative ideas, suggestions
or materials other than those which have been specifically
requested or otherwise affirmatively solicited by
the Company in writing. It is the intent of this
policy to avoid possible misunderstandings as to
the ownership of creative ideas, concepts, suggestions
or materials. If you send any creative materials,
suggestions, ideas, notes, drawings, concepts or
other information (collectively known as the "Information")
to the Company in printed form, by electronic means
or otherwise, the Information shall be deemed to
be the property of the Company and shall not be
subject to any obligations of confidence, non-disclosure
or non-usage. The Company is hereby entitled to
unrestricted usage of the Information on a worldwide
basis without compensation to the provider of the
Information. |
| 17. |
This
agreement constitutes the entire agreement between
the Company and you with respect to your use of
and access to the Web Site. This Agreement supersedes
all prior or contemporaneous communications and
proposals, whether electronic, oral or written,
between you and the Company with respect to the
Web Site. Use of the Web Site is unauthorized in
any jurisdiction that does not give effect to all
of the terms and conditions of this agreement. Any
cause of action you may have with respect to your
use of and access to the Web Site must be commenced
within one (1) year after the claim or cause of
action arises. If for any reason a court of competent
jurisdiction finds any provision of this Agreement,
or portion thereof, to be unenforceable, that provision
shall be enforced to the maximum extent permissible
so as to give legal effect to the intent of the
Agreement, and the remainder of this Agreement shall
continue in full force and effect. 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
or the Web Site to the same extent and subject to
the same conditions as other business documents
and records generated and maintained in printed
form by the Company. The failure of the Company
to enforce any provision of this Agreement shall
not be deemed a waiver of such provision nor bar
the Company's right to enforce the provision. |
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