Terms
of Use for Secure Site
Important
notice: this is a legal agreement between Topcon Positioning Systems,
Inc. (“TPS”) and the user of this Web Site (the
“Site”), which is covered by these terms of use (the
“Terms of Use”).
This Site contains proprietary information and materials belonging
to TPS and its affiliates. By clicking the “I accept” check box
and using this Site, you hereby agree to be bound by the terms stated
within this Terms of Use. If you do not agree to the terms and
conditions stated in this Terms of Use, you are not authorized to use
this Site and any access without clicking the “I accept” check
box shall be considered as unauthorized access to a proprietary Web
Site which shall give rise to actionable claims by TPS against you
under applicable law or any other legal theory, including, without
limitation, claims based on contract,
tort, negligence, strict liability, or any other basis
1. OVERVIEW
This
Web Site is designed to provide general information about Topcon
Positioning Systems, Inc. (“TPS”) ,its Products and services. In
addition, You have also been granted access to this Site so that You
may download certain materials in connection with your distribution,
sale or use of the Products. All such downloads are governed by these
Terms of Use.
Nothing contained on this
Site is intended to offer or does offer advice or recommendations
with regard to the conduct, operation or results of business
practices or to be substitute for the professional advice of
engineers, registered surveyors and others involved in the fields in
which TPS offers Products for sale. Many of the Products are intended
for use by professionals or other entities licensed by government
authorities. You should only use such Products if you have the
requisite professional training or duly issued license.
This Site and its
contents are intended to comply with the laws and regulations of the
United States. All visitors agree to follow United States laws and
regulations.
2. ACCEPTANCE OF TERMS
TPS provides this
information to you, subject to the following terms, conditions and
notices contained or referenced herein, which govern use of this
Site. By using this Site, you signify your agreement to these Terms
of Use. If you do not agree to all of these Terms of Use, please do
not use this Site. We reserve the right, at our discretion to update
or revise the Terms of Use, with or without notice, so please check
back periodically for changes. Your continued use of this Site
following the posting of any changes to these Terms of Use
constitutes acceptance of those changes.
3. TPS PRIVACY POLICY
Information you provide
through this Site is subject to TPS’s Privacy Statement. For
information about TPS’s Privacy Statement, click
here. TPS shall be free to use this
information for statistical evaluations and to ensure uninterrupted
proper operation of this Site. In addition, if you give any feedback
to TPS, it shall be deemed that the content is not confidential. TPS
shall be free to use any ideas, concepts, know-how or techniques
contained in your feedback for any purpose and to reproduce and
disclose the information to third parties without limitation, without
notice or compensation to any person or entity.
4. TRACKING SYSTEMS
We may use tracking
systems, log files, and cookies to obtain and collect information
about you. We use cookies to personalize our Site. Cookies also
enable us to recognize you when you return to our Site, and provide
additional functionality to you.
By using this Site you
agree to this tracking and agree to let third parties (contracted by
us) to place cookies on your computer hard drive.
If you have any questions
regarding our use of your information, please see TPS’s online
Privacy Statement.
5. GOVERNMENT
REGULATIONS
TPS’s
prime business is that of precision positioning equipment, including
GPS systems, GIS equipment, laser, optical surveying, and machine
control products (the “Products”).
This Site contains information about these Products which may or may
not be available in any particular country, and where applicable, may
be approved or cleared by a government regulatory body for sale or
use with different indications and restrictions in different
countries.
TPS's internal policies
seek to comply with all applicable regulatory laws and regulations in
countries where its Products are distributed.
Further, the documents
and related graphics published on this Site could include technical
inaccuracies or typographical errors. Changes are periodically added
to the information herein. TPS may make improvements and/or changes
in the Product(s) and/or program(s) described herein at any time.
Nothing contained on this
Site should be construed as a promotion or solicitation for any
Product or for the use of any Product in a particular way, which is
not authorized by any applicable law or regulation. Specific
questions about the availability and use of Products described on
this Site should be directed to your local TPS distributor or
representative.
6. LINKS TO
THIRD-PARTY SITES
This Site may contain
links to other web sites (“Linked Sites”). The Linked Sites are
not under the control of TPS and TPS is not responsible for the
contents of any Linked Site, including without limitation, any link
contained on a Linked Site, or any changes or updates to a Linked
Site. TPS is providing Linked Sites to you only as a convenience, and
the inclusion of such Linked Sites is not an endorsement by TPS in
favor of any Linked Site, or the services or products on such Linked
Site.
7. NO UNLAWFUL OR
PROHIBITED USE
As a condition of your
use of this Site, you warrant that you will not use this Site for any
purpose that is unlawful or prohibited by the Terms of Use. You may
not use this Site in any manner that could damage, disable,
overburden, or impair the Site or any user of this Site, or interfere
with any other party’s use of this Site. You also agree that you
will not upload or transmit any communications or content of any type
that infringes or violates any rights of any party.
8. CONFIDENTIALITY
During
your use of this Site, you may acquire, learn of, have access to, and
have the opportunity to be apprised of Confidential Information
(hereafter defined) concerning TPS and its affiliate and related
entities.
"Confidential
Information" means all confidential and/or proprietary
information and materials concerning TPS, its affiliates and
licensors, including matters of a technical nature (such as Product
information, proposed Product information, technical information,
information concerning the performance of Products and new or
proposed technologies), matters of a business nature (such as the
identity of TPS customers, leads, marketing strategies, suppliers,
pricing lists and policies, financial information) and any similar
information. Confidential Information also includes, to the extent
not covered above, any and all Software, Product information,
manuals, price lists, brochures, specifications and any other item
you download from this Site (“Downloaded Material”). Confidential
Information does not include information: (1) which you can
demonstrate through written materials was lawfully known to you prior
to disclosure by TPS; (2) which is known to the public generally at
the time of disclosure to you, (other than through your fault); (3)
which is communicated to you by a person having no relationship with
TPS and having no duty of confidentiality with respect to the
information; or (4) which is subsequently independently discovered by
you without use of the Confidential Information.
You
may only use the Confidential Information to fulfill your obligations
under this Terms of Use or any TPS Agreement and may not otherwise
disclose the Confidential Information to any third party. You will
treat TPS’s Confidential Information with a degree of care no less
stringent than the degree of care that you would use in safeguarding
your own most valuable trade secrets. Under no circumstances are you
permitted to disclose the Confidential Information to a competitor of
TPS. If you become legally compelled to disclose any Confidential
Information, you will give TPS immediate notice so that TPS may seek
a protective order or other remedy and you will assist TPS in
obtaining such relief.
All Confidential
Information is the sole property of TPS and must be delivered to TPS
upon the termination of your access to this Site or at the earlier
request of TPS. Your obligations hereunder shall survive any
termination of your access to this Site. You will advise all your
employees and independent contractors of these obligations with
respect to any Confidential Information.
9. OWNERSHIP
As part of your access to
this Site, TPS has made available to you the Downloaded Material.
This Downloaded Material is provided to you solely in connection with
your relationship as a TPS distributor, end-user and/or purchaser of
Products and is not otherwise transferable. You agree not to provide,
make available or offer, the Downloaded Materials or any information
on this Site, to a competitor of TPS.
TPS has the sole and
exclusive ownership of, and retains at all times all rights, title
and interest in and to, the Product and proprietary information
available on this Site and the Downloaded Material (including all
intellectual property rights embodied therein or associated
therewith). All copyright rights in the materials displayed,
including, without limitation, the Downloaded Materials, text,
images, photographs, graphics, user interface, audio and video clips
and other content provided on this Site, and the selection,
coordination, and arrangement of such content, are owned by TPS or
its third-party licensors, to the fullest extent provided under the
United States Copyright Act and all international conventions and
other copyright laws.
You hereby agree and
acknowledge that you have no rights in or access to any source code
relating to this Site, the Downloaded Material or any Software
available on this Site. The term “Software”
as used in this Terms of Use, means such Product made available to
you by TPS either as (i) built into Products delivered to you (e.g.
firmware or operating systems), (ii) applications software for use in
or with the Products; and/or (iii) any other software delivered to
you by TPS. You shall not (i)
modify, adapt, translate, make derivative works or, decompile,
disassemble or otherwise reverse-engineer any content of this Site,
any Product or Software or any portion thereof, and/or (ii) make such
content or Products available to a third party, for any purpose
except as expressly permitted by this Terms of Use or the applicable
TPS Agreement (defined below). TPS may freely and without advising
you or the end users, take steps to prevent unauthorized copying and
use of any content from this Site, Downloaded Material, any Products
or other proprietary information. Your sales representatives, agents
and sub-dealers are bound by the same obligations regarding the Site
content and TPS products as set forth herein.
This Site and the
information contained herein are for informational purposes only. Any
reproduction, retransmission or copying of any materials or design
elements of this Site is strictly prohibited, without the prior
written consent of TPS. Requests for permission to reproduce any
information contained on this Site should be addressed to Topcon
America Corporation, 37 West Century Road, Paramus, New Jersey, 07652
Attn.: Legal Department.
Notwithstanding the
above, TPS authorizes you to make one (1) electronic or paper copy of
the information posted on any page on this Site, provided that the
copy is used solely for non-commercial, personal purposes, and
further provided that any such copy remains protected by all
copyright, trademarks, service marks, and other proprietary notices
and legends contained on the Site. Systematic retrieval of data or
other content from this site to create or compile, directly or
indirectly, a collection, compilation, database or directory without
written permission of TPS is prohibited.
10. NO LICENSE OR
RIGHT FOR YOU TO USE INTELLECTUAL PROPERTY PATENTS, COPYRIGHTS OR
TRADEMARKS
Nothing in this Site or
in the Downloaded Materials shall be construed as conferring by
implication, estoppel or otherwise, any license or right to use in
any form or manner any intellectual property, including, without
limitation, patents, copyrights, trademarks or trade secrets, except
as permitted pursuant to the TPS Agreements. Please be advised that
TPS protects its intellectual property rights to the fullest extent
of the law. You hereby acknowledge that your right to use or
distribute any Product or Downloaded Material shall be covered
separately under either the TPS Distributor Agreement, TPS Software
License Agreement, and/or TPS Terms of Sale between you and TPS, as
applicable, granting you the right to distribute or use the Products
(individually or collectively known as the “TPS
Agreement”). You hereby acknowledge that
you are bound by the terms and conditions of any TPS Agreements
executed by you and to the extent there is any conflict between this
Terms of Use and any TPS Agreement, the terms and conditions under
the TPS Agreement shall prevail.
Without the written
permission of TPS, you may not frame any of the content of this Site,
or incorporate into another web site or other service the
intellectual property of TPS.
TPS will endeavor to
remove in a timely manner any posted submission which infringes the
copyright of any person under the laws of the United States upon
receipt of written notice in conformance with 17 U.S.C. § 512(c)(3).
United States law provides significant penalties for submitting such
a statement falsely.
11. TRADE AND SERVICE
MARK RIGHTS
All rights in the Product
names, company names, domain names, trade names, logos, Product
packaging and designs of all TPS or third-party products or services,
whether or not appearing in large print or with the trademark symbol
(collectively, “Trademarks”),
belong exclusively to TPS or their respective owners, and are
protected from reproduction, imitation, dilution or confusing or
misleading uses under national and international trademark and
copyright laws. All goodwill arising from the use of Trademarks
inures to TPS (or its licensors or affiliates, as the case may be).
The use or misuse of these Trademarks or any materials, except as
permitted herein, is expressly prohibited and nothing stated or
implied on this Site confers on you any license or right under any
patent or trademark of TPS or any third party. You may not use any
of the Trademarks in your corporate name, trade name(s) or domain
name(s). You may not register any trademark which is or includes a
Trademark.
On all written
publications and advertisements which incorporate original materials
provided by TPS, including, without limitation, any Software
documentation, you shall place the copyright notice symbol ,
the year of publication, and the name TPS. For
example, “2005
by Topcon Positioning Systems, Inc.
All Rights Reserved;” is an acceptable copyright notice.
12.
DISCLAIMER OF WARRANTIES – LIMITATIONS OF LIABILITY
TPS WILL USE REASONABLE
EFFORTS TO INCLUDE ACCURATE, COMPLETE AND UP-TO-DATE INFORMATION ON
THIS SITE AND THE DOWNLOADED MATERIALS, BUT TPS MAKES NO WARRANTIES
OR REPRESENTATIONS WITH REGARD TO THE SITE OR THE LINKED SITES,
INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS OR
FREQUENCY THAT IT IS UPDATED, OR ADEQUACY OF, OR THE SUITABILITY,
FUNCTIONALITY, AVAILABLITY OR OPERATION OF THIS SITE OR THE
INFORMATION OR MATERIALS IT CONTAINS. ALL SUCH INFORMATION IS
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
BY USING THIS SITE AND
BEING GRANTED ACCESS TO THE DOWLOADED MATERIALS, YOU ASSUME THE RISK
THAT THE INFORMATION AND MATERIALS CONTAINED THEREIN MAY BE
INCOMPLETE, INACCURATE, OUT-OF-DATE OR, MAY NOT MEET YOUR SPECIFIC
NEEDS OR REQURIEMENTS.
TPS SPECIFICALLY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
ALL
INFORMATION AND RELATED MATERIALS ON THIS SITE AND THE DOWLOADED
MATERIALS ARE SUBJECT TO CHANGE WITHOUT NOTICE.
ALL USERS AGREE THAT
ACCESS TO THIS SITE, THE DOWLOADED MATERIALS AND USE OF SUCH
INFORMATION IS AT THEIR OWN RISK, AND THAT NEITHER TPS NOR ANY PARTY
CREATING, SERVING OR DELIVERING THIS SITE SHALL BE LIABLE FOR ANY
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL,
EXEMPLARY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL OR
PUNITIVE DAMAGES (EVEN IF TPS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE) ARISING OUT OF ACCESS TO, OR USE OF THE INFORMATION
CONTAINED ON THIS SITE OR THE DOWNLOADED MATERISL OR ANY ERRORS OR
OMISSIONS, MISPRINTS, OUT-OF-DATE INFORMATION, TECHNICAL OR PRICING
INACCURACIES, TYPOGRAPHICAL OR OTHER ERRORS APPEARING ON THIS SITE OR
THE DOWNLOADED MATERIALS. THIS LIMITATION INCLUDES DAMAGES TO, OR FOR
ANY VIRUS THAT MAY INFECT YOUR COMPUTER EQUIPMENT.
THESE LIMITATIONS APPLY
WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TOPCON TIERRA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, TPS’ LIABILITY IN SUCH JURISDICTIONS SHALL
BE LIMITED TO THE EXTENT PERMITTED BY LAW.
13. INDEMNIFICATION
Upon request by TPS, you
agree to defend, indemnify and hold harmless TPS and its
subsidiaries, affiliates, officers, agents, co-branders or other
partners and employees from all liabilities, claims and expenses,
including reasonable attorneys’ fees, made by any third party due
to or arising out of content you submit, post to or transmit through
this Site, your use of the Site, your violation of the Terms of Use
or your violation of any
rights of another.
14.
CHOICE OF LAW AND FORUM
These
Terms of Use shall be governed by and construed in accordance with
the laws of the State of New Jersey, excluding its conflict of law
rules. You and TPS expressly agree to submit to the exclusive
jurisdiction and venue of the courts in Bergen County, New Jersey, in
all disputes arising out of or relating to the use of this Site.
15. EXPORT
As
a condition of your use of this Site, you warrant that you will not
use this Site, the Downloaded Materials or any software or
information contained therein for any purpose that is illegal under
U.S. or other applicable export control or sanctions laws or
regulations, including, but not limited to the U.S. Export
Administration Regulations. In particular, you warrant that you
will not:
a)
export, re-export, transfer or release the software or
information to countries that are embargoed or sanctioned under
U.S. or other applicable laws or regulations.
b) export,
re-export, transfer or release the software or information
to persons to whom such access is prohibited under U.S. or other
applicable laws or regulations;
b)
use any software or information contained in this Site in any
end-uses prohibited under U.S. or other applicable laws or
regulations, including, but not limited to, the research on or
design, development, construction, production, stockpiling, testing,
operation, use, or maintenance of missiles, unmanned air
vehicles nuclear explosive devices or nuclear propulsion projects,
chemical or biological weapons or the related parts, components or
subsystems of any of the foregoing.
You
further warrant that you are not a person appearing on the U.S.
Department of Commerce Denied Persons List, Entities List, Unverified
List, or the U.S. Department of Treasury's Specially Designated List
or any of the lists provided at
http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm.
16. SEVERABILITY AND
INTEGRATION
Unless otherwise
specified herein, these Terms of Use governs your use of this Site,
superseding any prior or contemporaneous communications and proposals
(whether oral, written or electronic) between you and TPS. If any
portion of this Terms of Use statement is held invalid or
unenforceable, that portion shall be construed in a manner consistent
with applicable law to reflect, as nearly as possible, the original
intention of the parties, and the remaining portions shall remain in
full force and effect.
17. NO WAIVER
The failure of TPS to
enforce any provisions of these Terms of Use or respond to a breach
by you or other parties shall not in any way waive its right to
enforce subsequently any terms or conditions of this statement or to
act with respect to similar breaches.
18. MISCELLANEOUS
You agree that no joint
venture, partnership, employment, or agency relationship will exist
between you and TPS as a result of this Terms of Use statement or
your use of this Site. Nothing contained in this Terms of Use
statement is in derogation of TPS’s right to comply with
governmental, court and law enforcement requests or requirements
relating to your use of this Site or information provided to or
gathered by TPS with respect to such use. A printed version of this
Terms of Use statement and of any notice given in electronic form
shall be admissible in judicial or administrative proceedings based
upon or relating to this Terms of Use statement to the same extent
and subject to the same conditions as other business documents and
records originally generated and maintained in printed form.
19. TERMINATION
TPS reserves the right,
in its sole discretion, to terminate your access to all or part of
this Site, with or without notice. TPS also reserves the right at any
time and from time to time to modify or discontinue, temporarily or
permanently, the Site (or any part thereof) with or without notice
for any reason or no reason whatsoever. Topcon TPS shall not be
liable to you or any third party for any modification, suspension or
discontinuance of this Site.
Copyright© 2009 Topcon
Positioning Systems, Inc. All rights reserved.
