Website Usage Terms and Conditions
COPYRIGHT © 2007 SHERPA ALL RIGHTS RESERVED.
This web site (this “Web Site”) is provided by SHERPA SOFTWARE GROUP, L.P. (the “SHERPA”) 456 Washington Ave, Suite 2, Bridgeville, PA 15017, USA. Your access to, and use of, this Web Site confirms that you understand and you agree with the terms and conditions contained in this document. These terms and conditions are not permitted to be modified by any SHERPA representatives except in a writing signed by both parties. The term “you” (including, but not limited to, formatives thereof, such as “your”, and “yours”) means you, the person accessing this document, as well as any persons accessing or using this Web Site under your control, supervision, equipment, connection and/or authority. The term “Web Site” includes but is not limited to all functionality arising from or related to this Web Site, such as any elec-tronic mail or otherwise.
Use. You represent and warrant that: (i) you guarantee the usage arising from, related to or through this Web Site; (ii) you shall indemnify and hold SHERPA harmless in the event that this Web Site is used in any unauthorized manner; (iii) you shall not bypass or otherwise attempt to bypass any restrictions or passwords associated with this Web Site or con-tent accessed or used by or through this Web Site; (iv) this Web Site shall be used only for lawful purposes, and it shall not be used as a means to commit or attempt to commit a crime, tort, invasion of privacy, harassment, breach of contract or other unlawful activity; (v) you are solely responsible for all hardware and software necessary for your access this Web Site; and (vi) this Web Site shall not be used, directly or indirectly, for the purpose of “spamming” or otherwise sending unsolicited mass transmissions or multiple postings in a manner which, in SHERPA's sole discretion, is abusive, offensive, and inappropriate; (vii) you are solely responsible full compliance with all applicable statutes, regulations, ordinances and other laws that govern the direct, indirect or downstream use or intended use of this Web Site. Without limiting the gener-ality of the foregoing, in connection with your use of this Web Site, you agree you will not:
a) Transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libel-ous, or otherwise objectionable that may invade another's right of privacy or publicity;
b) Impersonate any person or entity, including but not limited to, a SHERPA official, forum leader, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;
c) Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
d) Post or transmit any Material that contains a virus, harmful or corrupted data;
e) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
f) Use the Web Site's communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
g) Post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam", "chain let-ters," "pyramid schemes" or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;
h) Violate any applicable local, state, national or international law;
i) Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or
j) Delete or revise any Material posted by any other person or entity.
Access by Sherpa. You agree that SHERPA has the right to monitor your use of this Web Site electronically and to disclose any information as necessary to satisfy any law, regulation or other governmental request (including, but not limited to, whether informal requests of authorities, or formal requests, such as legal process, subpoena, search warrant or court order), to operate the system properly, to protect itself or its subscribers, or otherwise. You shall indemnify and hold SHERPA harmless from such monitoring and disclosure. SHERPA reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or are believed to be in violation hereof. You hereby authorize SHERPA, and hereby appoint SHERPA, as your attorney-in-fact to take any action necessary or appropriate to comply with any statutes, regulations, ordinances or other laws, user policies and/or industry-standard organizational or governing bodies, including, but not limited to the ICANN and its successor(s), and hereby release SHERPA from liability for any such acts. Except for certain products and services for which SHERPA is expressly and specifically identified by SHERPA as being itself the author, manufacturer, or authorized representative, all merchandise, content, information and services offered or made available or accessible on the Internet or use of this Web Site are so offered or made available or accessible by third parties who are not affiliated with SHERPA or its affiliates (“Third-Party Materials”). SHERPA makes no endorsements, representations and/or warranties regarding Third-Party Materials. You understand that the Internet contains materials which may be considered to be sexually explicit and/or may be extremely offensive (“Explicit and Offensive Materials”). You guarantee that your access to Explicit and Offensive Materials at your own risk. You are solely responsible to “block” or otherwise prevent inappropriate access or content.
No Warranties. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR THE USE OF THIS WEB SITE. THIS WEB SITE AND ANY INFORMATION AND/OR MERCHANDISE OBTAINED THEREBY, ARE RECEIVED BY YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EX-PRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, DECENNIAL OR MILLENIUM DATE COMPLIANCE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding anything herein to the contrary: i) subject to the SHERPA Privacy Pol-icy, SHERPA does not represent or warrant the successful delivery of any electronic mail, or that such electronic mail will remain private or in its original form or format; ii) SHERPA reserves the right, and SHERPA is hereby specifically and expressly authorized by you, to delete, to archive or to otherwise remove information and/or data of any nature from ac-cess and/or use from anyone, including, but not limited to, you, if any claim is made that there is a direct or indirect im-proper use of the Web Site, and SHERPA shall have no duty to investigate the merits of any such claim prior to taking such action.
Neither SHERPA nor its employees, agents, representatives or affiliates make any express or implied warranties, repre-sentations or endorsements whatsoever arising from, related to or in connection with this Web Site. It is solely your re-sponsibility to evaluate the accuracy, completeness and usefulness of all information and the quality and merchantability of all merchandise, provided through the Web Site or otherwise on the Internet. Neither SHERPA nor its employees, agents, representatives or affiliates warrant that: a) the Web Site access or use will be uninterrupted or error free; b) that a connection can or will be established; c) that information or data of any nature will remain private; or d) that any informa-tion, software or other material accessible by or through the Web Site is free of viruses, worms, trojan horses or other harmful components. SHERPA necessarily uses the services of third-party vendors, including, but not limited to, tele-communication companies. The terms hereof are necessarily subject to and limited to the terms and conditions of SHERPA agreements with such third-party vendors. You assume the risk that your use of the Web Site may be termi-nated or otherwise adjusted, without notice, in the event that such use is unacceptable at any time by such third-party vendors.
UNDER NO CIRCUMSTANCES SHALL SHERPA, OR ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILI-ATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAM-AGES THAT RESULT IN ANY WAY INCLUDING, BUT NOT LIMITED TO, FROM YOUR USE OF OR INABILITY TO USE THE WEB SITE OR YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PRO-VIDED ON OR THROUGH THE WEB SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. YOU HEREBY INDEMNIFY SHERPA, ITS EMPLOYEES, AGENTS, REPRESENTATIVES AND AF-FILIATES FROM AND AGAINST ALL ACTIONS, CLAIMS, SUITS, DEMANDS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEB SITE AND/OR ACCESS TO THE INTERNET NEITHER PARTY SHALL BE LIABLE FOR ANY FAILURE TO PER-FORM ANY OBLIGATIONS DUE TO CAUSES WHICH ARE BEYOND THEIR CONTROL AND OF A NATURE WHICH NEITHER HAS THE AUTHORITY OR POWER TO REMEDY.
Do Not Rely on Articles for Advice; Services/Prices Subject to Change. Any articles or information, including, but not limited to, those explaining commercial issues, technical issues, legal issues or other subject matter are introductions only and not intended to contain advice upon which you may or should rely. Such materials are not intended to replace the advice of a properly engaged qualified professional who has examined your particular circumstances. SHERPA makes no representation that articles provided by or through this Web Site remain accurate, up-to-date, or are appropriate for your situation. Any services and prices identified on or through this Web Site are subject to change without notice; some products and services are not available in all areas. SHERPA does not assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed by use of by or through this Web Site.
This document and all issues arising from or related to your use of the Website shall be governed and construed in accor-dance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed in Penn-sylvania. You agree that any legal action or proceeding between SHERPA and/or you for any purpose concerning this document or your use of, or access to, this Web Site, or the rights/obligations hereunder, shall be brought exclusively in the county of Allegheny, Pennsylvania.
Any cause of action or claim you may have with respect to this Web Site must be commenced within one (1) year after the claim or cause of action arises, or such claims or cause of action shall be barred. SHERPA's failure to insist upon or en-force strict performance of any provision of this document shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision hereof. SHERPA may assign its rights and duties hereunder to any party at any time without notice to you. Any rights not expressly granted herein are reserved.
Any and all disputes arising from, related to or in connection with this document with an averred claim amount exceeding ten thousand dollars ($10,000): i) shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; ii) if the averred claim is less than twenty thousand dollars ($20,000) there shall be one (1) arbitrator; otherwise there shall be three (3) arbitrators; iii) the arbitrator(s) shall be appointed in accor-dance the AAA Commercial Rules from a AAA panel of arbitrators knowledgeable in business information and data proc-essing systems; and iv) the Arbitrator(s) shall have no authority to award punitive or exemplary damages but may award temporary or permanent equitable relief. All disputes required to be resolved by binding arbitration shall be considered private and confidential and neither party shall issue press releases or otherwise disclose information regarding the same; provided, that a party may publicly respond to any prior disclosure made by the other party in breach of this provision.
Changes to the Website Terms and Conditions
Date Last Revised: 3/16/2009