Peerless Mfg. Co. - Terms/Disclaimer

TERMS

Please carefully read the following terms and conditions since they govern all access to, and use of, this Peerless web site.

Acceptance of Terms:

Please read these terms of use (“Agreement”) carefully before using this web site. This agreement contains the terms and conditions that apply to all users of the web site. By using this web site, you are acknowledging that you have read all the terms and conditions of this agreement and that you agree to be bound by them, just as if you had signed this agreement. If you do not wish to be bound by this Agreement, please do not use any of the services available on this site.

Definitions:

The following definitions apply to this Agreement:

“You,” the “user,” or “users” include you, your parent, affiliate, subsidiary and related companies, and the officers, directors, employees, agents, representatives, personnel, independent contractors, consultants, subcontractors, licensors and other third-party providers of yours and theirs.

“Peerless” means Peerless Mfg. Co., and includes any subsidiaries it may have.

“Site” means the Internet Web site known by the universal resource locators (“URLs”) and domain names: http://www.peerlesseurope.com or any other URLs or domain names of Peerless, and all pages, sections, areas and parts of it and Information (as defined herein) displayed, presented or found at or through it.

“Information” means and includes: (1) all text, content, data, information, video, audio, images, messages, advertising, marketing, promotional, and other materials and items that are published, provided, presented, found, offered, described and/or made available at or through the Site, regardless of whether Peerless or a third party is the original author of, or is responsible for, the information; and (2) all pages, areas and parts thereof that are accessible and made available to the user. The term Information also includes Trademarks (as defined herein) and Documents (as defined herein).

“Documents” means materials and documents published or found at or through the Site.

Ownership of the Site and Information:

This Site is owned and operated by Peerless. The Information is copyrighted material of the respective owner and protected by the terms and conditions of this Agreement and other terms and conditions found at the Site and by the statutes, regulations, ordinances, judicial and governmental decisions, requirements and other laws of the fifty states, as well as of the federal government of the United States of America, including without limitation, those governing agreements, contracts, commercial engagements and those protecting intellectual property and other proprietary rights, and U.S. and international copyright laws and other law. All logos, page headers, custom graphics, images, buttons, graphics, icons, symbols, trade names, trademarks, service marks, and other names, descriptions, brands and marks, whether registered or not (“Trademarks”) found at the Site or in the Information are owned by Peerless or others, and are protected by such law, including those specifically addressing rights of trademark owners. In addition, the hardware and software components, electronically-stored databases, and individual items within those databases that comprise the computer networks and systems that operate the Site and are used to make Information available at the Site also belong to Peerless and, in some cases third-party providers, and also represent the proprietary property of Peerless or its third-party providers.

No Rights to Peerless or Third-Party Provider Property:

Neither Peerless nor its third-party providers are granting or transferring to you or any other person or entity, by virtue of access or use of this Site, any title or any ownership rights or interests in any Information found at the Site or accessed or used through it, including without limitation the Trademarks, or any other Information or asset belonging to Peerless or a third-party provider.

Linking:

You may only create a link from your personal computer or web site to the Site home page for the purpose of obtaining information on Peerless and its business. This limited right to link does not create any relationship between you and Peerless (whether contractual or otherwise). You shall not charge a fee in connection with the use of a link to the Site nor shall Peerless be obligated to pay to any compensation in connection thereto, unless there is a written agreement between you and Peerless providing otherwise. Your link may not, however, use any Trademarks or Information of Peerless or any third-party providers.

Limited Rights to Use the Site:

On the condition that you agree that your use is governed by the terms and conditions of this Agreement, Peerless hereby grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to access and use the Information found at the Site for the limited purposes expressly permitted in this Agreement. You may view, display, download into the memory of your own personal computer; provided, however, (1) that you do so only for purposes of receiving, accessing, analyzing and using the Information made available at the Site in accordance with the terms and conditions hereof, and (2) that you do not remove, alter, change, obscure or delete any copyright, trademark, or other proprietary notice or legal notices in or on any portions of the Site. No rights are granted to you except those expressly stated here.

Registration / Passwords / Site Security:

If, at any time, Peerless requires registration in order to access or use any areas or Information at this Site, you agree to: (1) provide true, complete, accurate and current data, as requested in the registration process (the “Registration Data”); (2) maintain and update the Registration Data promptly as required herein; (3) prevent unauthorized access or use by you or others by use your user identification number and/or passwords; (4) promptly report any unauthorized use or disclosure of your password or other breach of Site security; and (5) not assign or transfer (or attempt to do the same) any rights granted to you under this Agreement. Peerless reserves the right to suspend, and/or to refuse any further, access or use of the Site or Information, if Peerless learns or reasonably suspects that your Registration Data is false or inaccurate, if you refuse to provide complete and updated registration information, or you misuse or permit another to use your password who is not authorized to do so.

Monitoring:

You acknowledge and agree that Peerless has no obligation, but reserves the right, to monitor the Site, and may do so from time-to-time, for operational, compliance or other purposes. During monitoring, all user information may be examined, recorded, copied, and used for authorized purposes in accordance with the terms of this Agreement. Peerless, in its sole discretion at any time and without further notice to you, may: (1) review, censor, prohibit the transmission or receipt of, or refuse to post and/or remove any information or materials, in whole or in part, which Peerless, in its sole discretion, deems to be inappropriate or objectionable (such as the prohibited information described in the Section entitled “Restrictions, Limitations and Conditions Applicable to Your Use of the Site”) or as violating any term or condition of this Agreement; and/or (2) disclose any information Peerless deems necessary or desirable to satisfy any law, regulation or governmental request.

Restrictions, Limitations and Conditions Applicable to Your Use of the Site:

As a condition of your rights to access or use this Site, you must use the Site and all Information found at the Site for lawful purposes only and only as expressly permitted in this Agreement. You agree to NOT do any of the following, in any manner whatsoever, alone or through any other person or entity, and your compliance is something that Peerless, in its sole and absolute discretion, shall determine:

(1) Restrict or inhibit any authorized users from accessing or using the Site, Information or Documents;

(2) Transmit to or introduce at the Site any viruses intended to damage, interfere with, disrupt, intercept or expropriate the Site or the Information (“Viruses”), or otherwise implement or engage in on-line activities, attacks or actions in a manner that have a disruptive or detrimental effect (“System Attacks”);

(3) Use the Site for any purposes that are unlawful or illegal or that could give rise to civil or criminal liability or actions against Peerless, you or any third party.

(4) Use the Site, the Information, or the Documents for any unlawful or illegal purposes under any law, regulation or legal requirement.

(5) Post, submit, upload, e-mail or otherwise transmit any content, material or other thing at, to or through the Site that (i) infringes or violates the rights of others, including without limitation, copyright, trademark, trade secret or other intellectual property and proprietary rights, privacy or publicity rights; or (ii) has an advertising, marketing, promotional or other business or commercial purpose.

Responsibility and Liability for Use:

You shall be solely liable for any lawsuits, claims, proceedings, actions, harm and other liability, or any damages, losses, expenses, fees (including reasonable attorney’s fees), judgments, awards, penalties, settlement amounts, fines, or other costs associated therewith (“Damages”) resulting from use or any misuse of the Site, Documents or Information, including without limitation, violation of the restrictions, limitations and conditions upon use and infringement of copyright, trademark or other proprietary right, and any other Damages.

Notice Regarding Links to Other Web Sites and Third-Party Documents and Information; Disclaimer by Peerless:

Linked Sites:

This Site may point or link to other web sites or to web pages or documents hosted on other web sites (“Linked Sites”). None of the links create or constitute, nor are they intended to create or constitute, any legal affiliation or relationship between Peerless and any other person. Peerless does not own or control the Linked Sites and is not the author or owner of any third-party Documents or other Information. Accordingly, Peerless cannot represent or guarantee that the Linked Sites will be accessible or operational or the user will be able to reach the Linked Sites, and the links should not be construed as an endorsement by Peerless of any Information or Documents of a third party, unless expressly set forth in the Site. Therefore, Peerless is not responsible or liable to you for any Damages, all of which it hereby disclaims, related to your use of any Linked Site.

Disclaimers and Limitations of Liability:

Disclaimer of Warranties:
ALL INFORMATION AND OTHER MATERIALS, PRODUCTS, SERVICES AND FEATURES ON THIS SITE ARE PROVIDED “AS-IS” - WITH ALL FAULTS, LIMITATIONS AND ERRORS - BASIS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY FROM PEERLESS WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR ARISING BY STATUTE OR LAW OR ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT, ALL OF WHICH PEERLESS HEREBY DISCLAIMS.

Disclaimer Regarding Site Access:
PEERLESS SHALL HAVE NO RESPONSIBILITY TO PROVIDE YOU WITH ACCESS TO THE SITE OR ANY LINKED SITE, OR ANY DOCUMENTS OR INFORMATION ACCESSED OR USED AT OR THROUGH THE SITE OR ANY OF THE LINKED SITES. FURTHER, PEERLESS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE TIMELINESS OR CORRECT SEQUENCING OF, OR ANY DAMAGES DUE TO THE UNAVAILABILITY DURING ANY PERIOD OF INTERRUPTION OR DELAY IN SERVICE OF, ANY OF THE FOREGOING, REGARDLESS OF THE CAUSE.

Limitations of Liability:
YOU HEREBY ACKNOWLEDGE AND AGREE THAT PEERLESS IS NOT RESPONSIBLE FOR ANY ACCESS OR USE BY YOU OF THE SITE OR INFORMATION FOUND OR PRODUCTS, SERVICES OR OTHER ITEMS PURCHASED OR ACQUIRED AT OR THROUGH ANY LINKED SITE OR THIRD PARTY WHOSE DOCUMENTS OR INFORMATION ARE FOUND AT THE SITE, OR FOR ANY DAMAGES CAUSED BY SAME.

General Disclaimer of Damages:
PEERLESS HAS NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT MAY RESULT FROM OR IN CONNECTION WITH ACCESS OR USE OF THE SITE OR INFORMATION AT THE SITE OR PRODUCTS, SERVICES OR OTHER ITEMS PURCHASED OR LICENSED AT OR THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, ACTUAL OR DIRECT DAMAGES OR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE LEGAL THEORY UPON WHICH THEY ARE BASED. PEERLESS HEREBY DISCLAIMS ALL SUCH DAMAGES.

Indemnification from the User:

YOU SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD PEERLESS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ITS THIRD-PARTY PROVIDERS HARMLESS FROM AND AGAINST ALL DAMAGES DUE TO CLAIMS ARISING FROM OR RELATED TO YOUR ACCESS OR USE OF THIS SITE, AND/OR ANY DOCUMENTS OR INFORMATION OBTAINED AT OR SERVICES OFFERED ON THE SITE.

Access to the Site:
You are solely responsible for providing, maintaining, supporting, operating and paying for all equipment, operating systems, browsers, applications, and other hardware, software and system components, as well as telephone, cable or data communications lines and connections, that are necessary to access and use the Site through the Internet.

Privacy Policy:
You hereby acknowledge having read and accept and agree to all terms and conditions of the Peerless Privacy Policy, also found at the Site, which are hereby incorporated in this Agreement. Personally identifying data that you provide to Peerless and submit at the Site will be collected, used and shared by Peerless in accordance with its Privacy Policy.

Termination:
Your rights to use this Site shall terminate immediately upon your violation of any of the terms, conditions or restrictions stated in this Agreement, without the necessity of Peerless sending you notice or otherwise advising you of your loss of rights. Termination or cancellation of this Agreement shall not affect any right or relief to which Peerless may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Peerless.

Claims Regarding Your Use of This Site:
If Peerless brings a lawsuit, claim or other proceeding against you to enforce this Agreement or brings you into one in connection with enforcement of the Agreement (a “Claim”), Peerless shall be entitled to recover from you (and you agree to pay), in addition to all Damages that may be awarded, reasonable and necessary attorney's fees and any costs of litigation. This Agreement shall be governed by the laws of the state of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. Further, any such Claim may only be brought in the state or federal courts located in Dallas, Dallas County, Texas. You agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.

Entire Agreement; Changes to this Agreement:
The terms of this Agreement, as posted at the Site, constitute the entire and exclusive agreement between you and Peerless regarding the Site and its use and supersede all other agreements, understandings and communications regarding the subject matter of this Agreement, if any, both oral or written, whether made prior or subsequently to or contemporaneously with your use of the Site. Peerless retains the right to modify the terms or conditions of this Agreement at any time without notice or warning. You are bound to all changes Peerless may make to these terms and, therefore, should periodically revisit these terms and review them to make sure you comply with all changes. If at any time you cannot comply with any of the terms and conditions of this Agreement, then you should terminate and discontinue all access to and use of the Site.

Modifications to the Site:
Peerless reserves the right to modify this Site at any time and, in its sole discretion, may make modifications to the Site, including without limitation, with respect to the Information, advertising, links, product, services and features found at the Site or acquired through it (of Peerless and/or third-party providers).

Export Laws:
You are responsible for obtaining and securing, and shall obtain and secure, any and all authorizations, licenses and permits required by any United States or foreign governmental or judicial authority in connection with use of this Site, including without limitation, for the export of any data, software, documents, technology or other matter subject to export control laws and regulations or any governmental authority. Unless otherwise specified, the Information found at or accessible through this Site is presented solely to provide data regarding Peerless and to promote Peerless products and systems and, as applicable, third-party provider products/services. The Site is controlled and operated by Peerless from its offices within the state of Texas, the United States of America. Peerless makes no representation that Information found at or accessible through this Site is appropriate or available for use outside the United States. Users electing to access the Site from outside the United States acknowledge that they do so on their own initiative and are responsible for compliance with all applicable local laws. Software available at or accessible through this Site is further subject to United States export controls. No software may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has embargoed goods, or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Site, you represent and warrant that you (1) are not a national or resident of any such embargoed country, nor are you located in or under the control of one; and that you (2) are not on the aforementioned lists.