Proprietary Rights; Restrictions; Your Rights in User Content. You acknowledge and agree that Stealth exclusively owns or has licensed from third parties the rights to use the Site. The Site contains proprietary content, information and material that is protected by applicable intellectual property and other applicable laws, including but not limited to copyright, trademark and other proprietary rights, as applicable. The use of the Site is a license and You have no ownership or intellectual property rights in the Site. You agree that You will not use such proprietary content in any way whatsoever except for permitted use of the Site. You agree that You will not:
- Use the Site for any fraudulent or unlawful purpose;
- In connection with the Site, impersonate any person or entity, falsely state or otherwise misrepresent Your affiliation with any person or entity, or express or imply that We endorse any statement that You make;
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, or violate any requirements, procedures, policies or regulations of such networks;
- Transmit or otherwise make available in connection with the Site, any virus, worm, Trojan horse, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
- Restrict or inhibit any other person from using the Site (including, but not limited to, by hacking or defacing any portion of the servers or networks used to make the Site available);
- Display, circulate, publish, retransmit, redistribute, reproduce, duplicate, copy, sell, resell, create derivative works based on the Site or otherwise exploit, or provide any kind of access to all or any part of the Site by any means or medium now or hereafter created;
- Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site;
- Remove any copyright, trademark, or other proprietary rights notice from the Site;
- Use the Site or its content in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe, misappropriate or violate the rights of any other party (including any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections), and You agree that Stealth is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using the Site.
- Use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather or reproduce the Site or circumvent the navigational structure or presentation of the Site without Stealth’s express prior written consent.
Stealth grants You a limited, revocable, nonsublicensable right to view the Site content solely for Your internal use of the Site. Certain Site content may include, but is not limited to, icons, photographs, white papers, product documentation, technology overviews, and implementation guides. You may use these materials under limited circumstances, including: (i) solely within Your enterprise provided that all proprietary notices are preserved, or (ii) for the creation of a news or journal article for publication. Otherwise, You cannot post, modify, distribute, or reproduce in any way copyrighted or other proprietary materials without obtaining the express prior written consent of Stealth and/or the copyright owner of such materials. Except as described above, no permission or license is given to reproduce or distribute copies of Stealth product documentation for sale to the general public or for any other purpose.
The trademarks, logos, and service marks (“Marks”) displayed on the Site are the property of Stealth or other third parties. The Marks may be used under limited circumstances, including: (i) solely within Your enterprise provided that all proprietary notices are preserved, or (ii) for the creation of a news or journal article for publication. Otherwise, You are not permitted to use the Marks without the prior written consent of Stealth or the third party that owns the Mark.
You retain any intellectual property rights You may have.
Termination and Renewals. This Agreement remains in effect at all times while the Site is accessible to You. If You no longer want to comply with this Agreement, You must immediately cease use of the Site and destroy all copies, full or partial, of the Site. Your rights under this Agreement will terminate automatically without notice from Stealth if You fail to comply with any term(s) of this Agreement. Stealth may terminate this Agreement or the Site, with or without cause, at any time.
After the termination of this Agreement, You are not authorized to access or use the Site, and You shall cease all such access and use. Any use of the Site after termination of this Agreement is improper and a violation of law. However, if You nonetheless access or use the Site despite termination of this Agreement, Your use or access will be subject to all restrictions, limitations and obligations applicable to current users included in the version of this Agreement then in effect as to current users.
Changes. Stealth will provide notice of any changes to this Agreement through the Site. The notice will specify where to view the changes to this Agreement. It is Your responsibility to check the Site and/or Your email on a regular basis to receive important and timely notices from Stealth. Changes will become effective upon the earlier of:
- Your acceptance of the changes or updates through a mechanism provided by the Site;
- Thirty days after the date Stealth posts or sends the notice, unless the notice states a different effective date; or
- Your use of the Site after the changes are made.
Compliance with Laws and Rules; Indemnity. The Site may be used only for lawful purposes. You acknowledge that Your conduct is subject to local, state, national and international laws. You agree that You will comply with applicable laws, rules, regulations, ordinances and other national and international requirements related to Your use of the Site.
You agree to abide by applicable export control laws and not to transfer, by electronic means or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any required government authorization.
Stealth makes no representation that the Site is appropriate or available for use in any particular location. To the extent You choose to access the Site, You do so on Your own and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
Disclaimer, Limitation of Liability, and Related Provisions. You acknowledge and agree that use of the Site is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Site AND ANY content ARE provided “as is”, with no guaranty of completeness, availability, accuracy, or timeliness, and without warranty of any kind, express or implied, including any warranty of performance, merchantability, quiet enjoyment, fitness for a particular purpose, or non-infringement of third party rights. STEALTH DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THAT THE FUNCTIONS CONTAINED IN, OR PROVIDED BY, THE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR CONTENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STEALTH, OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
Stealth assumes no responsibility for any use You may make of the Site and You remain solely responsible therefor and for the accuracy and adequacy for Your purposes of the User Content provided. Because some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, the foregoing language shall be applicable only in jurisdictions where exclusions of implied warranties and/or limitations on statutory rights are allowed.
You agree that in no event will Stealth be liable to You or to any other person, whether in contract, tort or otherwise, for any loss, liability, cost, damage, or other injury of any kind whatsoever, arising out of or resulting from any use of the Site, even if expressly advised of the possibility thereof. In addition, You agree that in no event will Stealth be liable to You or to any other person, for consequential, incidental, indirect, special, or punitive damages, including lost profits, business interruption, loss of programs or data on any information handling systems or otherwise, in connection with this Agreement or the performance of any obligations hereunder, even if expressly advised of the possibility thereof. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
The Site may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. You acknowledge that Stealth is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Stealth does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to You.
You should be aware that the Internet may be an unsecure environment and messages to and from Stealth may be observed by a third party while in transit. You understand that Stealth accepts no responsibility for security of information on or transmitted via the Internet. It is up to You to take precautions to ensure that information You select for Your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
Cookies and Similar Technologies
General. This Agreement, together with the Privacy Notice, represents Your entire agreement with Stealth pertaining to Your use of the Site. This Agreement does not confer any rights, remedies or benefits upon any person other than You and Stealth. This Agreement may only be amended by Stealth.
This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. You may not assign this Agreement.
Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
This Agreement shall be governed by and construed under the laws of the State of New York and the Federal laws of the United States.
Any controversy or claim arising out of or relating to this Agreement (including any such matter involving any parent, subsidiary, affiliate, successor in interest, or agent of You or of Stealth) shall be submitted to binding arbitration, in accordance with the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution to be conducted in New York, New York, U.S.A. Judgment on any arbitration award may be entered in any court having proper jurisdiction. The foregoing notwithstanding, Stealth may seek equitable relief in any court for any actual or threatened violation or breach by You of this Agreement or other infringement or misappropriation of any right of Stealth or its suppliers. Any claim that may properly be brought in court notwithstanding the arbitration provision of this Agreement may be brought solely in a federal or state court located in New York County, State of New York, U.S.A. You consent to jurisdiction and venue in the federal or state courts located in New York County, State of New York, U.S.A., with respect to any such claim.
Agreement to Arbitrate
This section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between You and Stealth, whether arising out of or relating to any part of this Agreement (including any alleged breach thereof), the Site, Stealth services, any advertising, and any other aspect of the relationship or transactions between You and Stealth, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if Your claims qualify. Further, this Arbitration Agreement does not preclude You from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against Stealth on Your behalf. You agree that, by entering into this Agreement, including this Arbitration Agreement, You and Stealth are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of this Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control.
The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures.
The arbitration panel shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period.
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery.
All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards.
The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.
Effective Date: January 19, 2018
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