SIGIS WEBSITE TERMS OF USE

Please read the terms and conditions (“Terms of Use” or “Agreement”) set forth below carefully before using the SIGIS: Special Interest Group for IIAS Standards, Inc.’s (“Corporation”) Website (“Website”). These Terms of Use or Agreement governs your access to and use of the Website, and all information, data, content, documents and other material presented, displayed or otherwise accessible via the Website (“SIGIS Materials”). YOUR ACCESS OR USE OF THE WEBSITE SHALL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY EXIT THE WEBSITE.

SECURE ACCESS: Portions of the Website may only be accessed by SIGIS Members (as defined in the Corporation’s Bylaws) through the use of a Member user id and password (“Password”) assigned by the Corporation. Members who access the password protected portion of the Website shall solely be responsible and liable for any access to, or use of, the secure portion of the Website and SIGIS Materials.

GENERAL ACCESS: For those portions of the Website which are not Password protected, you agree that use the Website contents may only be used for non-commercial purposes.

USE: Unless a specific copyright license is offered with any SIGIS Materials, no license is granted to copy, distribute, modify, perform, publish, display, transmit or otherwise transfer the SIGIS Materials, except to download a copy of the SIGIS Materials for the sole purpose of viewing it locally on a client device. Any access to or use of this Website or the SIGIS Materials that is inconsistent with these terms is unauthorized and strictly prohibited.

OWNERSHIP: The SIGIS Website and SIGIS Materials are owned by, and proprietary to Corporation. The Website and SIGIS Materials are protected by federal and state copyright, trademark and other proprietary laws. Any use of the Website or SIGIS Materials that you make must include all copyright, proprietary, confidential and other notices contained thereon.

CONFIDENTIALITY. You acknowledge and agree that the SIGIS Materials constitute the confidential and proprietary trade secrets of Corporation, and that your protection thereof is essential and a condition of your access to and use thereof. For Members, you agree that your use of the Website and its materials must be in accordance with the confidentiality restrictions of the IPR Policy (which are incorporated herein by this reference).

DISCLAIMER AND LIMITATION OF LIABILITY: THE WEBSITE AND SIGIS MATERIALS ARE PROVIDED "AS IS," AND CORPORATION AND ITS MEMBERS AND THEIR AFFILIATES, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR TITLE; THAT THE CONTENTS OF THIS WEBSITE AND/OR THE SIGIS MATERIALS ARE SUITABLE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, COMPLIANCE WITH ANY IRS REQUIREMENTS; OR THAT THE IMPLEMENTATION OF SUCH CONTENTS WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. CORPORATION MAKES NO GUARANTEE THAT THE WEBSITE IS PROVIDED ERRORFREE OR UN-INTERRUPTED.

IN NO EVENT WILL CORPORATION OR ITS MEMBERS OR THEIR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO ANY USE OR DISTRIBUTION OF THIS WEBSITE OR THE SIGIS MATERIALS, WHETHER OR NOT (1) CORPORATION, MEMBERS OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) SUCH DAMAGES WERE REASONABLY FORESEEABLE, AND ARISING OUT OF OR RELATING TO ANY USE OR DISTRIBUTION OF THIS DOCUMENT. THE FOREGOING DISCLAIMER AND LIMITATION OF LIABILITY DO NOT APPLY TO, INVALIDATE, OR LIMIT REPRESENTATIONS AND WARRANTIES MADE BY THE MEMBERS AND THEIR RESPECTIVE AFFILIATES TO CORPORATION AND OTHER MEMBERS IN CERTAIN WRITTEN POLICIES OF CORPORATION.

INDEMNITY: You agree to indemnify, defend and hold Corporation, its Members and their directors, officers, employees and agents harmless from and against any and all claims, judgments, liabilities, losses, damages and costs (including attorney’s fees and expenses), arising out of or relating to: (i) your use or misuse of the Website or SIGIS Materials; (ii) your violation of these Terms of Use; (iii) the unauthorized modification or use of the Website or SIGIS Materials; or (iv) your violation of any third-party intellectual property, proprietary, personal or privacy rights. Notwithstanding the forgoing, it is understood and agreed that Members will not be obligated to indemnify Members hereunder.

MODIFICATION/TERMINATION: You agree that Corporation, in its sole discretion, may, for any reason and at any time, (i) modify, remove or delete any SIGIS Materials from the Website; and/or (ii) terminate your access to and use of the Website.

PRIVACY POLICY: Your Personal Information (defined in the Privacy Policy) and certain other information about you is subject to the Corporation’s Privacy Policy. You should be aware that websites linked to the SIGIS Website are likely governed by confidentiality and privacy provisions that differ from these Terms of Use. Corporation is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions. Corporation hereby incorporates herein, by this reference, the Corporation’s Privacy Policy into these Terms of Use.

JURISDICTION AND LAW: These Terms of Use shall be construed and enforced in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. You agree that any action or proceeding arising out of these Terms of Use shall be brought in a federal or state court of competent jurisdiction in Delaware and in no other jurisdiction.

Invalidity: The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. The waiver by Corporation of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach.

No Rule of Strict Construction: Regardless of who drafted this Agreement, no rule of strict construction shall be applied against the Corporation. If any provision of this Agreement is determined by a court to be unenforceable, the Corporation shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect.

No Third Party Beneficiaries: This Agreement is entered into for the benefit of you and the Corporation and not for the benefit of any third party.

COMPLETE AGREEMENT: These Terms of Use constitute the entire agreement between you and Corporation with respect to your use of the Website and SIGIS Materials, and supersedes any other agreement, oral or written, between you and Corporation with respect to the foregoing, provided however (for Members) it is understood and agreed that the Governance Documents shall supersede this Terms of Use. The terms which by their nature should survive termination or expiration shall so survive.