Terms of Use

1. ACCEPTANCE OF TERMS OF USE FOR THIS WEB SITE

1.1 PLEASE READ THESE ARCOM WEB SITE TERMS OF USE ("TERMS") CAREFULLY.  BY USING THE ARCOM WEB SITE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.
ARCOM AND ITS AFFILIATES PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THIS WEBSITE.  YOU AND ARCOM AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.  YOU AGREE THAT ANY OF THE FOLLOWING CONSTITUTES AFFIRMATIVE CONDUCT BY WHICH YOU HAVE AGREED TO BE BOUND TO THE TERMS AND CONDITIONS SET FORTH HEREIN: (a) PLACING AN ORDER THROUGH THIS WEB SITE; (b) AFFIRMATIVELY USING THE WEB SITE IN ANY OTHER MANNER, INCLUDING BUT NOT LIMITED TO COPYING AND/OR DOWNLOADING ANY INFORMATION CONTAINED ON THE WEBSITE; AND/OR (c) OTHERWISE ACKNOWLEDGING THESE TERMS AND CONDITIONS THROUGH ELECTRONIC, WRITTEN, OR ORAL COMMUNICATION. IF YOU DO NOT AGREE TO EACH AND EVERY ONE OF THESE TERMS AND CONDITIONS, YOU MAY NOT AND SHOULD NOT USE THIS WEB SITE.
1.2 This Web site ("Web site") includes without limitation: (a) MasterSpec® Libraries, SpecWare® Masterworks™, Linx™, e-SPECS® Links™, e-SPECS®, ADS™, and other on-line services accessible via the Web site (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, software, photographs, graphics, video, messages, or other materials ("Content"). You are responsible for your compliance with the terms and conditions set forth herein.  In addition, if You are using the Web site on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify ARCOM for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard ARCOM terms and conditions of sale in Your jurisdiction govern purchases You make through the Web site.  Finally, each product or service provided by ARCOM may be governed by its own license agreement or separate terms and conditions.
This Agreement constitutes the entire and only agreement between You and ARCOM with respect to the use of ARCOM’s Web site, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Web site, the content, products or services provided by or through the Web site, and the subject matter of this Agreement. We may amend this Agreement at any time without specific notice to You. The latest Agreement will be posted on the Site, and You should review this Agreement prior to using the Web site.

2. YOUR OBLIGATIONS AND CONDUCT

2.1 In consideration of Your use of the Web site, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Web site (the "Registration Data"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to ARCOM, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Web site.
2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Web site. You agree not to upload, post or otherwise transmit via the Web site Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to ARCOM, as determined in ARCOM’s sole and absolute discretion or other users of the Web site; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. ARCOM reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
2.3 You agree that You will not use the Web site to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be ARCOM or someone else, or spoof ARCOM's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent Your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Web site; or (f) engage in any activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, stalking, or making threats of harm.
2.4 You are hereby advised and warned that violations of Sections 2.2 and 2.3 herein my result in civil liability or criminal prosecution.

3. CONFIDENTIALITY OF ARCOM INFORMATION

3.1 You may obtain direct access via the Web site to certain confidential information of ARCOM and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to and ownership of Confidential Information remains with ARCOM and its suppliers.
3.2 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from ARCOM, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to ARCOM adequate to afford ARCOM the opportunity to object to the disclosure.

4. CONTENT SUBMITTED TO ARCOM

4.1 ARCOM does not claim ownership of the Content You place on the Web site and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in ARCOM's Privacy Policy, or as otherwise agreed in writing executed by an authorized representative of ARCOM, any Content You provide in connection with this Web site shall be deemed to be provided on a nonconfidential basis, and may be disclosed to any party freely and without further notice to You.  ARCOM shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant ARCOM and all other users of the Web site an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that You have proper authorization for the worldwide transfer and processing among ARCOM, its affiliates, and third-party providers of any information that You may provide on the Web site, and that Your action in posting the content through the Web site does not violate any other party’s intellectual property rights to the Content You have provided.
4.2 ARCOM routinely monitors Content, but ARCOM and its designees reserve the right in its sole and unlimited discretion to restrict access to, edit or remove any Content that is available via the Web site.

5. DELIVERY OF E-MAIL

ARCOM will attempt to deliver all of the e-mail that is addressed to Your e-mail address on ARCOM's servers. However, the nature of e-mail is such that ARCOM cannot guarantee delivery of such e-mail, and specifically disclaims any and all liability for the failure of an e-mail or other electronic communication to be delivered to You.

6. INDEMNITY

You agree to indemnify and hold ARCOM and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Web site (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another, including without limitation, rights such as those arising under copyright, trademark, patent, or other intellectual property rights.

7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS

ARCOM may provide notice to You via email, regular mail, or posting notices or links to notices on the Web site. ARCOM reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. ARCOM may also delete, or bar access to or use of, all related Information and files. ARCOM will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. ARCOM may amend these Terms at any time by posting the amended terms on this Web site.

8. CONTENT PROVIDED VIA LINKS

You may find links to other Internet sites or resources on the Web site. You acknowledge and agree that ARCOM is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. ARCOM will not be responsible or liable , directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Except as expressly authorized by ARCOM or by Content providers, You agree not to reproduce, modify, rent, lease, loan, license, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software ARCOM discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.  Your use of ARCOM’s software and other intellectual property are subject to further terms and conditions that may be stated in the license agreement for the particular software, or in connection with a purchase agreement entered into between You and ARCOM.  The terms and conditions set forth herein with respect to Intellectual Property Rights are in addition to, and not to the exclusion of, the terms and conditions provided in specific license or purchase agreements.  To the extent that the terms and conditions may vary, the terms and conditions set forth in the specific licensing or purchase agreement shall supersede the terms and conditions set forth herein.
9.2 "ARCOM Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations ARCOM uses in connection with its products and services. You may not remove or alter any ARCOM Trademarks, or co-brand Your own products or material with ARCOM Trademarks, without ARCOM's prior written consent. You acknowledge ARCOM's rights in ARCOM Trademarks and agree that any use of ARCOM Trademarks by You shall inure to ARCOM's sole benefit. You agree not to incorporate any ARCOM Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
9.3 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by ARCOM on this Web site provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section.
9.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.
9.5. The names of companies and its trademarks mentioned herein are owned by its respective owners.

10. DISCLAIMER OF WARRANTIES

10.1 YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEB SITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. ARCOM DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ARCOM MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEB SITE.
10.2 ARCOM MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY ProductS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEB SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEB SITE WILL BE CORRECTED. 10.3 ALTHOUGH WE MAKE EVERY EFFORT TO PROTECT OUR CONTENT AND OUR WEB SITE YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEB SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

11. LIMITATION OF LIABILITY

11.1 TO THE FULL EXTENT PERMITTED BY LAW, ARCOM IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEB SITE, EVEN IF ARCOM HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEB SITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEB SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. 11.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

12. ARCOM'S PRIVACY POLICY

You consent to the collection, processing and storage by ARCOM of Your personal information in accordance with the terms of ARCOM's Privacy Policy, which is available at www.ARCOMnet.com/privacy.aspx  You agree to comply with all applicable laws and regulations, and the terms of ARCOM's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Web site.

13. GENERAL TERMS

13.1 The Terms constitute the entire agreement between You and ARCOM relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized ARCOM representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use ARCOM or third-party products or services.
13.2 You agree that any material breach of Sections 2, 3, 4, 6, and 9 of the Terms will result in irreparable harm to ARCOM for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, ARCOM will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if ARCOM seeks such an injunction.
13.3 Utah law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Web site. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and ARCOM agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Salt Lake, Utah, U.S.A.
13.4 Services, Content, and product derived or obtained from this Web site may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (b) not use Services, Content, or direct product from this Web site to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Web site to prohibited countries and entities identified in the U.S. export regulations.
13.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
13.6 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

14. COMPLAINTS

If you have a complaint about this web site, any of our products, service, or staff please contact us at complaints@arcomnet.com.



v.5
May 29, 2013

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