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Site Terms

This web site and the related web sites contained herein (collectively, the “Site”) make available information on software development and process improvement of which considerable content (collectively, “Intellectual Property”) is owned by Armstrong Process Group, Inc. and/or its subsidiaries and affiliates (collectively, “APG”), and other software development and process improvement goods and services. This Site, and the services of each of its modules, are offered exclusively by APG and/or its various third-party providers and distributors. The offer of such goods and/or services is conditioned on the user’s (“User(‘s)” or “You(r)”) acceptance of the terms and conditions and notices set forth herein and on other pages of the Site (collectively the “Terms”).

BY ACCESSING USING, VIEWING, TRANSMITTING, CACHING OR STORING THIS SITE OR ANY OF ITS SERVICES, FUNCTIONS OR CONTENTS, YOU SHALL BE DEEMED TO HAVE AGREED TO EACH AND ALL THE TERMS, CONDITIONS, AND NOTICES IN THIS SITE (“AGREEMENT”) WITHOUT MODIFICATION. IF YOU DO NOT AGREE, PLEASE CEASE USE OF THE SITE AND LEAVE THE SITE IMMEDIATELY.

Use of Site

The services of this Site are available only to individuals who can form legally binding contracts under applicable law, and thus, are not available to minors. By using this Site, You represent that You are of sufficient legal age to use this Site and to create binding legal obligations for any liability You may incur as a result of the use of this Site. You also warrant that You are legally authorized to make the travel reservations and/or purchases for either Yourself or for another person for whom You are authorized to act.

You may only use this Site for accessing Intellectual Property and making legitimate purchases and shall not use this Site for any other purposes.

This Site is to be used by You for Your personal/professional use only. Commercial uses of this Site are strictly prohibited unless prior written consent from APG has been granted. You agree that You will not use this Site for chain letters, junk mail, “spamming”, solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list. In addition, You agree not to create a hypertext link from any web site controlled by You or otherwise, to this Site without the express written permission of APG. You agree not to pretend to be any other person or a representative of any entity, whether actual or fictitious, including an employee or agent of APG or any third-party that provides services related to this Site.

“Chat Area” means any chat area, forum, message board, or similar service offered in conjunction with this Site. If You participate in a Chat Area, You agree that, in addition to complying with the Terms, You will not: defame, abuse, harass, threaten, or make any discriminatory statements about others; advocate illegal activity; use indecent, obscene or discourteous language or images; or provide content that is not related to the designated topic or theme of the Chat Area. You shall remain solely responsible and liable for Your use of the Chat Area. APG reserves the right to remove or edit content from any Forum at any time and for any reason, however, APG has no duty to do so, and is not responsible for the content or accuracy of any information in a Chat Area.

You agree that You will not use any robot, spider, other automatic device or manual process to monitor or copy the Site or any contents or information contained therein, unless You obtain APG’s prior express written consent. You agree that You will not through any means interfere or attempt to interfere with the proper functioning of the Site. You agree that You will not provide to APG and/or to this Site: (i) any viruses, worms, time bombs, and/or other computer programming routines that are intended to damage, detrimentally interfere with, intercept or expropriate any system, data or information; and (ii) any content that may create liability for APG or cause APG to lose (in whole or in part) the services of our suppliers.

Terms Incorporated by Reference

In addition to these Terms, You agree to the terms, conditions, and notices specified at the following links, which are hereby incorporated into this Agreement:

1. The terms and conditions of APG Privacy Policy are found at the following link: http://www.aprocessgroup.com/index/privacy.

2. The terms and conditions applicable to purchasing APG products are found at the following link: http://www.aprocessgroup.com/index/purch_terms.

3. The terms and conditions applicable to the APG End-User License Agreement are found at the following link: http://www.aprocessgroup.com/index/eula.

4. The terms and conditions applicable to the APG Copyright Notice are found at the following link: http://www.aprocessgroup.com/index/copyright.

Proprietary Rights Information

This Site contains and references trademarks, patents, trade secrets, technologies, products, processes or other proprietary rights of APG and/or other parties. No license or right to or in any such trademarks, patents, trade secrets, technologies, products, processes and other proprietary rights of APG and/or other parties is granted to or conferred upon You. Reproduction or storage of materials obtained from this Site is subject to the U.S. Copyright Act of 1976, Title 17 U.S.C. No material from the Site may be reproduced, distributed, posted, displayed, uploaded or transmitted. The use of any material from the Site on any other internet, intranet, web or other site or computer environment is prohibited. You may not utilize framing techniques to frame any APG trademarks, logos, or other proprietary information (including images and text). You may not use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information.

Software
Any software that is made available to download from this Site (“Software”) is the copyrighted work of APG and/or its various third-party licensers. Your use of the Software is governed by the terms of the end-user license agreement 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. Please note that copyright laws and international treaty provisions protect all Software. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted. Without limiting the foregoing, copying or reproduction of the Software for further reproduction or redistribution is expressly prohibited. Any warranty applicable to the Software will be specified in the terms of the License Agreement. You acknowledge that the Software and any accompanying documentation and/or technical information are subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S.A. export restrictions.

User Feedback
By submitting any ideas, comments, suggestions or other information: to a Chat Room; or to APG related to improvements to the Site and/or services related to the Site; (collectively, the “Feedback”), You agree that such Feedback shall be deemed, and shall remain, APG’s property. None of the Feedback shall be subject to any obligation of confidentiality on APG’s part and APG shall not be liable for any use or disclosure of any Feedback. APG shall own all rights related to the Feedback (including without limitation intellectual property rights and moral rights) and shall be entitled to use of the Feedback without restriction for any purpose whatsoever, commercial or otherwise, without compensation to You.

You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to provide the proprietary rights to APG stated above.

Privacy, Use of Personal Information

APG respects the privacy of Users of this Site. APG provides a privacy policy so You will be informed about use of information APG collects at this Site. You hereby acknowledge and agree that You have read and consent to the terms of the Privacy Policy at the following link: http://www.aprocessgroup.com/index/privacy, which is incorporated by reference herein.

In addition, If You are registered as a Member of the myAPG online resource center, APG may maintain information about You in a user profile. This Site is designed to minimize the need for You to re-enter such information from the user profile on the variety of forms that appear when You use the Site. Such information in the user profile may be used by APG to automatically fill in certain forms that appear when You browse this Site for information and make purchase, and when You utilize any other sites linked from this Site When You browse, reserve or purchase products through such sites, such information may be provided to the applicable vendors or other involved third parties to fulfill Your request.

This Site contains links to other web sites that may collect personally identifiable information about You. When You click on one of these links, You are entering another website for which this Site has no responsibility. We encourage You to read the privacy policies of all such sites, as their policies may be materially different from APG’s Privacy Policy.

In addition to the circumstances described above, APG may disclose information if required to do so by law, court order, as requested by other government or law enforcement authority, or in the good faith belief that disclosure is otherwise necessary or advisable including, without limitation, to protect the rights or properties of APG when we have reason to believe that disclosing the information is necessary to identify, contact or bring legal action against someone who may be causing interference with our rights or properties, whether intentionally or otherwise, or when anyone else could be harmed by such activities.

Monitoring
You agree that APG may monitor and review information You transmit over the Site. You agree that APG may censor, edit, remove or prohibit the transmission or receipt of any information that APG deems inappropriate or in violation of these Terms, and use any such information as necessary to provide the Site and/or to protect the rights or properties of APG. You agree that APG may also monitor and review stored information without restriction. You hereby acknowledge and consent to such monitoring.

Passwords
You acknowledge that APG will know passwords that You use to access the Site. You acknowledge and agree that You are solely responsible for maintaining the confidentiality of Your information and passwords, and accept responsibility for all activities that occur under Your account or password. APG takes no responsibility and assumes no liability for any content posted or submitted by You or any users of Your account.

Other Linked Sites
Please be aware that APG provides any links to other web sites solely as a convenience to You, and not as an endorsement of providers of products or services or the contents of such other web sites. Neither APG, nor any other providers of products or services related to this Site, shall be responsible for the content of any other web sites and make no representation or warranty regarding any other web sites or the contents or materials on such web sites. If You decide to access other web sites, You do so at Your own risk.

Advertising Disclosure, Accuracy
Product descriptions posted on our product pages are the representations of our suppliers.  The Site may contain technical inaccuracies or typographical errors or omissions. APG is not responsible for typographical, pricing, product information, advertising or shipping errors. Advertised prices and available quantities are subject to change without notice. APG reserves the right to make changes, corrections and/or improvements to the Site, and to the products and programs described in such information, at any time without notice.

Mis-Communications / Lost Transactions
APG and any other providers of products or services related to this Site are not responsible for communication malfunctions, failures, or difficulties, or lost, stolen, or misdirected, transmissions, messages or entries, or the security of any such communications. Further, APG and any other providers of products or services related to this Site are not responsible for incorrect or inaccurate entry information, whether caused by User(s) or by any of the equipment or programming associated with the Site, or by any technical or human error that may occur in the processing of any information related to the Site.

Personal Information, Credit Card Information
YOU AGREE THAT NEITHER APG NOR ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS SITE ARE RESPONSIBLE OR LIABLE IN ANY WAY FOR INJURY, LOSS OR DAMAGE TO YOUR COMPUTER, OR INTERCEPTION OR USE OF CREDIT CARD INFORMATION OR OTHER PERSONALLY IDENTIFIABLE INFORMATION, RELATED TO OR RESULTING FROM USE OF THE SITE OR ANY SITES LINKED OR ASSOCIATED WITH THIS SITE.

APG MAKES NO WARRANTY OR REPRESENTATION REGARDING OF CONFIDENTIALITY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THIS SITE OR ANY WEB SITE LINKED TO THIS SITE. YOU AGREE THAT NEITHER APG, NOR ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS SITE, ARE RESPONSIBLE FOR THE CONFIDENTIALITY OF ANY INFORMATION, (INCLUDING WITHOUT LIMITATION CREDIT CARD INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, EMAIL ADDRESS, PHONE NUMBER, ETC.), AND NEITHER APG, NOR ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS SITE, ARE RESPONSIBLE FOR ANY DAMAGES THAT MAY ARISE FROM DISCLOSURE OF SUCH INFORMATION.

Miscellaneous Terms

Denial of Access
In its sole discretion, in addition to any other rights or remedies available to APG, and without any liability whatsoever to User, APG, at any time and without notice, may terminate or restrict User’s access to this Site and any related services.

Headings
The headings used in these Terms are included by convenience only and will not limit or otherwise effect these Terms.

Assignment
You may not assign, convey, subcontract or delegate Your rights, duties or obligations hereunder.

Additional Terms
Additional terms and conditions may apply to Intellectual Property, purchases of goods and services and other uses of portions of this Site, and You agree to abide by such other terms and conditions.

Severability
These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Attorney’s Fees
If APG takes any action to enforce this Agreement, APG will be entitled to recover from You, and You agree to pay, all reasonable and necessary attorney’s fees and any cost of litigation, in addition to any other relief, at law or in equity, to which APG may be entitled.

Modification
APG may at any time modify these Terms, and Your continued use of this Site will be conditioned upon the terms and conditions in force at the time of Your use. Accordingly, You agree to review these Terms periodically, and Your continued access, use and/or posting on this Site shall be deemed Your acceptance of the changed Terms.

EXCLUSION OF WARRANTY, DISCLAIMER
YOU AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. THE SITE, AND ANY RELATED INFORMATION, CONTENTS AND/OR MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. APG HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; OTHER THAN THOSE WARRANTIES WHICH ARE IMPOSED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights that vary from state to state.

NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY APG WILL CREATE A WARRANTY OF ANY KIND, AND YOU SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY
IN NO EVENT SHALL APG, ITS AGENTS, REPRESENTATIVES OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR INJURY OR ANY DAMAGES, EITHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS) RESULTING FROM OR IN ANY WAY CONNECTED TO:(A) YOUR USE OF THIS SITE; (B) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE); OR (C) THE PERFORMANCE OR NON PERFORMANCE BY APG OR ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS SITE; EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY OF RECOVERY.

Some jurisdictions do not allow the exclusion of consequential or incidental damages, so some of the foregoing exclusions may not apply to You. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST APG, ITS AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF, OR IN ANY WAY CONNECTED TO YOUR USE OF THE SITE AND/OR ANY RELATED PRODUCTS OR SERVICES.

IN THE EVENT APG IS HELD LIABLE FOR ANY DAMAGES RELATED TO THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO REIMBURSEMENT OF THE CHARGES FOR SERVICES OR PRODUCTS PAID BY YOU THAT WERE NOT PROVIDED TO YOU.

YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO THIS SITE BEYOND ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH SUCH CLAIM OR ACTION IS BASED.

Indemnification
You agree to indemnify and hold APG and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorney’s fees, made by any third-party due to or arising out of Your breach of this agreement or the documents it incorporates by reference, or Your violation of any law or the rights of a third-party. APG’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.

Governing Law
Any disputes arising out of or related to the Site shall be governed by and construed and enforced in accordance with, the laws of the State of Wisconsin applicable to contracts entered into and to be performed entirely within the State of Wisconsin. Use of this Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation this paragraph.

Entire Agreement
These Terms, together with those incorporated herein or referred to herein (including, without limitation, the APG Privacy Policy) constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
Last updated March 2005