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Terms of Use Agreement This agreement is between You the User (you, your, user) and The Gordian Group, Inc. (TGG) for the use of eGordian. eGordian is comprised of the eGordian Web site and eGordian/PROGEN Interface (ePI) software (collectively, "eGordian"). eGordian is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of eGordian constitutes your agreement to all such terms, conditions, and notices. Member Account, Password, And Security You are entirely responsible for maintaining the confidentiality of your password and account if used. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify TGG immediately of any unauthorized use of your account or any other breach of security. TGG will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else's account at any time, without the permission of the account holder. Modification Of These Terms Of Use TGG reserves the right to change the terms, conditions, and notices under which eGordian is offered, including but not limited to the charges associated with the use of eGordian. You are responsible for regularly reviewing these terms and conditions. Your continued use of eGordian constitutes your agreement to all such terms, conditions, and notices. Links To Third Party Sites eGordian may contain links to third party Web sites ("Linked Sites"). The Linked Sites are not under the control of TGG and TGG is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. TGG is not responsible if the Linked Site is not working appropriately. TGG is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TGG of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. No Unlawful Or Prohibited Use As a condition of your use of eGordian, you will not use eGordian for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use eGordian in any manner which could damage, disable, overburden, or impair eGordian or interfere with any other party's use of eGordian. You may not attempt to gain unauthorized access to eGordian, other accounts, computer systems or networks connected to eGordian, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through eGordian. Use of eGordian TGG has no obligation to monitor the information posted to eGordian. However, TGG reserves the right to review materials posted and to remove any materials in its sole discretion. TGG reserves the right to terminate your access to eGordian at any time, without notice, for any reason whatsoever. TGG reserves the right at all times to disclose any information as TGG deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TGG's sole discretion. Materials Provided To or Posted to eGordian TGG does not claim ownership of the materials you provide to TGG (including feedback and suggestions) or post, upload, input or submit to eGordian (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting TGG permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid by TGG with respect to the use of your Submission, as provided herein. TGG is under no obligation to post or use any Submission you may provide and TGG may remove any Submission at any time in its sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions. Software And Content Available Through eGordian All content and software (if any) that is made available to view and/or download in connection with eGordian ("Software"), is owned by and is the copyrighted work of TGG and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any software not accompanied by a license agreement, TGG hereby grants to you, the user, a revocable personal, non-transferable license to use the software in accordance with these terms of use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the content or software to any other server or location for further reproduction or redistribution is expressly prohibited. You acknowledge that the software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to USA export restrictions. Liability disclaimer The information, software, products, and services included in or available through eGordian may include inaccuracies or typographical errors. Changes are periodically made to eGordian and to the information therein. TGG may make improvements and/or changes to eGordian at any time. TGG makes no representations about the suitability, reliability, availability, timeliness, lack of viruses or other harmful components and accuracy of the information, software, products, services and related graphics contained within eGordian for any purpose. All such information, software, products, services and related graphics are provided "as is" without warranty of any kind. TGG hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement. You specifically agree that TGG shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through eGordian. You specifically agree that TGG is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You specifically agree that TGG is not responsible for any content placed on eGordian by any third party. In no event shall eGordian be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of eGordian, with the delay or inability to use eGordian or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through eGordian, or otherwise arising out of the use of eGordian, whether based on contract, tort, negligence, strict liability or otherwise, even if TGG has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of eGordian, or with any of these terms of use, your sole and exclusive remedy is to discontinue using eGordian. Termination/Access Restriction TGG reserves the right, in its sole discretion, to terminate your access to eGordian or any portion thereof at any time, without notice. TGG may also terminate or suspend your access to eGordian for inactivity, which is defined as failing to log into eGordian for a period of 90 calendar days. Upon termination of eGordian, your right to use eGordian immediately ceases. General This agreement is governed by the laws of the State of South Carolina, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Greenville County, South Carolina, U.S.A. in all disputes arising out of or relating to the use of eGordian. Use of eGordian is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TGG as a result of this agreement or use of eGordian. You agree to indemnify and hold TGG, its officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on eGordian. TGG reserves the right to disclose any personal information about you or your use of eGordian, including its contents, without your prior permission if TGG has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of TGG; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. TGG's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TGG's right to comply with governmental, court and law enforcement requests or requirements relating to your use of eGordian or information provided to or gathered by TGG with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and TGG with respect to eGordian and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and TGG with respect to eGordian. 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 to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Copyright And Trademark Notices: All contents of eGordian are: Copyright 2009 The Gordian Group, Inc., 140 Bridges Rd., STE E, Mauldin, South Carolina, U.S.A. All rights reserved. TRADEMARKS. The Gordian Group, Inc., PROGEN, eGordian, and/or other TGG products referenced herein are either trademarks or registered trademarks of TGG. |
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