1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF USE.
SierraBASE, LLC, an Oregon limited liability company and/or its affiliates (the "Company"), maintains this website (the "Site") as a service to its customers. By using the Site or any current or future service(s) provided to you by the Company, you are agreeing to comply with and be bound by the terms and conditions of these Terms of Use and any operating rules, regulations, policies, and procedures that may be modified from time-to-time on the Site (collectively, the "Terms"). The Terms govern your access to and use of the Site, the services and any information, products, and/or features made available to you. If you are using the Site or services on behalf of your employer, you represent that you are authorized to accept these Terms on your employer's behalf. In the case of any violation of the Terms, the Company reserves the right to seek all remedies available by contract, law and in equity for such violations. The Terms apply to all visits to the Site and use of the services, both now and in the future.
2. INTERNET ABUSE.
You are prohibited from engaging in any form of Internet abuse, including but not limited to: (a) distributing, publishing, or sending any kind of unsolicited or unwelcome email to any number of network users (commonly referred to as "junk mail" or "spam"), including, without limitation, mass promotions, unauthorized or unsolicited commercial advertising, and informational announcements, anywhere on the Internet; (b) posting a single article or substantially similar articles to an excessive number of newsgroups or mailing lists; (c) repeated or deliberate posting of articles that are off-topic according to the charter of the newsgroup or mail list where such articles are posted; (d) posting commercial advertising in a conference or newsgroup, unless it is specifically permitted to be posted within that group; or (e) violating the CAN-SPAM Act.
3. ENFORCEMENT.
Company reserves the right and has absolute discretion to enforce the Terms. Company may, in its sole discretion, immediately terminate or suspend access to this Site, if it determines that your activities violate the Terms. Without limitation, Company also reserves the right to report any activity (including the disclosure of appropriate data) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Company also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct.
4. MODIFICATIONS TO THE SITE.
Company reserves the right to amend the Terms and modify or discontinue all or part of the Site, temporarily or permanently, with or without notice, and is not obligated to support or update the Site. The amended Terms shall automatically become effective immediately after they are initially posted on this Site. Your continued use of the Site after the posting of the amended Terms on the Site constitutes your affirmative: (a) acknowledgment of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. Should you object to any modifications of the Terms, your only recourse is to immediately terminate use of the Site.
5. LINKS TO THIRD PARTY SITES ARE NOT ENDORSEMENTS.
The Site contains links to third-party web sites. The linked sites are not under the control of Company, and Company is not responsible for the contents or policies of any linked site. Company provides these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Company. Links to merchants or advertisers are owned and operated by independent retailers or service providers, and therefore, Company cannot ensure that you will be satisfied with their products, services or practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
6. INTELLECTUAL PROPERTY RIGHTS.
The Site is proprietary to Company. All the text, images, marks, logos and other content of the Site ("Site Content") is proprietary to Company or to third parties from whom Company has obtained permission. Company authorizes you to view, download, and print the Site Content provided that: (i) you may only do so for your own personal and non-commercial use; (ii) you may not copy, publish or redistribute any Site Content; (iii) you may not modify Site Content; (iv) you may not remove any copyright, trademark, or other proprietary notices that have been placed in the Site Content by Company. Except as expressly permitted above, reproduction or redistribution of the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of Company. You represent and warrant that your use of Site Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties.
7. WARRANTY.
THIS SITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS FREE NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THIS SITE IS A COMPUTER NETWORK-BASED SERVICE, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. TERMINATING YOUR USE OF THE SITE SHALL BE YOUR SOLE REMEDY, AND COMPANY'S SOLE LIABILITY, IN THE EVENT OF INTERRUPTION, OUTAGE OR OTHER DELAY OCCURRENCES OF THE SITE. YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE ARISING FROM OR RELATING TO YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS AND ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, THE ALLEGED INACCURACY OF CONTENT, OR ALLEGATIONS THAT COMPANY HAS OR SHOULD INDEMNIFY, DEFEND, OR HOLD YOU HARMLESS FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE, REPUBLICATION OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE AT YOUR OWN RISK AND NEITHER COMPANY NOR THE PARTIES WHO PROVIDE INFORMATION AND MATERIALS FOR PUBLICATION WITHIN THE SITE WILL BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THIS SITE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, LOSS OF SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, COMPANY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE SITE OR SERVICES, OR OTHER SERVICES OR GOODS PROVIDED THROUGH THIS SITE. FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE.
8. LIMITATION OF LIABILITY.
THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE SITE (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO ANY SERVER, WEBSITES, FACILITIES, OR YOUR DATA OR YOUR CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND THE COMPANY’S REASONABLE CONTROL.YOU EXPRESSLY AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM INFILTRATION OF THE SITE BY MEANS OF SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY DESIGNED OR INTENDED TO DISRUPT, DAMAGE, INTERCEPT OR EXPROPRIATE DATA FROM THE SITE.
AS A CONDITION OF USE OF THE SITE, YOU AGREE THAT NEITHER COMPANY, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, CONTRACTOR OR EMPLOYEE OF COMPANY WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, DAMAGES, EXPENSES, OR COSTS RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH THE SITE. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE ACTS, OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF COMPANY AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AND AGENTS, WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A COURSE OF ACTION IN CONTRACT, OR ANY OTHER LEGAL DOCTRINE.
LIMITATION
EXCEPT AS OTHERWISE LIMITED, OUR LIABILITY AND THE LIABILITY OF AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES UNDER THESE TERMS SHALL BE LIMITED TO THE LESSER OF (A) THE AMOUNT YOU PAY US IN THE 30 DAYS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) \$100.
9. INDEMNIFICATION.
You agree to indemnify, defend and hold harmless Company, its subsidiaries, affiliates, directors, officers, shareholders, agents, contractors and employees, from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to, arising from or out of: (a) your use of the Site; (b) your breach or alleged breach of any representation, warranty or other obligation; (c) your violation or alleged violation of any federal, state, international or local law and any and all regulations, rules or ordinances; (d) the negligence or willful misconduct by you or your employees or agents; (e) any violation of the Terms; (f) your infringement of any intellectual property or other legal right of any person or entity; or (g) your advertising, marketing, promotion, sale, or distribution of any products or services. In the event you cause fines and/or penalties to be charged to Company by the Credit Card Associations or any other entity, you agree to reimburse Company immediately for said fines and/or penalties.
10. PRODUCTS OFFERED BY COMPANY.
When you elect to purchase a product from the Company, you accept the specific terms and conditions applicable to that purchase in accordance with the applicable Terms and Conditions of Sale. Except as provided in the Terms and Conditions of Sale, Company does not warrant that any product description or content contained in this Site is accurate, current, reliable, complete, or error-free.
11. TERMINATION & EFFECT.
Company may terminate access to the Site, with or without cause, at any time, and effective immediately. Company shall not be liable to you or any third party for termination. Should you object to any provision of the Terms or any subsequent modifications thereto, your only recourse is immediately to terminate use of the Site. Upon termination of access to the Site, your right to use the Site shall immediately cease.
12. GOVERNING LAW & JURISDICTION.
The Site is accessible in all fifty states and other countries, and each of these places has laws that may differ from those of Oregon and from each other. As you and Company both benefit from establishing a predictable legal environment in which to publish, access and use the Site, by publishing, accessing, and/or using this Site, you and Company agree that all matters arising from or relating to the use and operation of this Site will be governed by the laws of the State of Oregon, without regard to its conflicts of laws principles. You agree that all claims it may have arising from or relating to the operation or use of this Site will be heard and resolved in the courts of Marion County, Oregon. You consent to the personal jurisdiction of such courts over it, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objections to proceeding in such courts.
13. GENERAL.
In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. Company's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. In the event of a conflict between the Terms and the applicable Terms and Conditions of Sale, the latter shall govern. The prevailing party in any dispute arising from this agreement, directly or indirectly, shall be entitled to their reasonable attorney fees in arbitration, trial or on appeal.