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.
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.
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.
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.
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.
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.
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
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.
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.
JURISDICTION AND LAW
be brought in a federal or state court of competent jurisdiction in Delaware and in no other jurisdiction.
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.