Entelyst Terms of Use Agreement

1. Copyright, Licenses and Idea Submissions

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are Entelyst, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to Entelyst a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to Entelyst by all means and in any media now known or hereafter developed. You also grant to Entelyst the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Entelyst for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Entelyst.
 

TRADEMARKS

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of Entelyst. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site

You understand that, except for information, products or services clearly identified as being supplied by Entelyst, Entelystdoes not operate, control or endorse any information, products or services on the Internet in any way. Except for Entelyst- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with Entelyst a. You also understand that Entelyst cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. Entelyst PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND Entelyst SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. Entelyst DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. Entelyst HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

Modifications to Service

Entelyst reserves the right at any time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that Entelyst shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.

Terminations

Entelyst shall have the right at any time to change or discontinue any aspect of the web site's operation. In addition, they reserve the right to cancel or terminate an individual's account if there is speculation of cheating, misconduct, or similar behaviors. If there is belief that you have violated the Terms and Conditions of Use, Entelyst has the right to deactivate or terminate your account without prior notice.

DISCLAIMERS AND LIMITATION OF LIABILITY

Entelyst makes no express or implied warranties that your use of this Internet site (http://www.entelyst.com) will be uninterrupted, that messages or requests will be delivered, or that the operation of the Internet site will be error-free or secure. In addition, the security mechanisms implemented by Entelyst may have inherent limitations, and you must determine yourself that the web site sufficiently meets your requirements. You shall be responsible for all use of your account and maintaining the confidentiality of your password and information. We discourage your sharing of your logon ID and password with anyone; any such sharing shall be entirely at your own risk. Entelyst has the right to make changes, improvements and updates to any information contained on the web site without prior notice.

IN NO EVENT WILL Entelyst BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF Entelyst OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, Entelyst LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Entelyst makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-Entelyst web site, please understand that it is independent from Entelyst, and that Entelyst has no control over the content on that web site. In addition, a link to a Entelyst web site does not mean that Entelyst endorses or accepts any responsibility for the content, or the use, of such web site.

Entelyst makes no responsibility of the Downloads, Links, Articles, Comments and others posted by the users. Entelyst expressly disclaims any responsibility or liability for any third-party Materials or Services on the Site, or any third-party information or services available through a link from Entelyst

3. Indemnification

You agree to indemnify, defend and hold harmless Entelyst, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.
 

4. Third Party Rights

The provisions of paragraphs 2 (Use of the Service), and 3 (Indemnification) are for the benefit of Entelyst and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
 

5. Termination

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.
 

6. Miscellaneous

This Agreement shall all be governed and construed in accordance with the laws of The United States of America applicable to agreements made and to be performed in The United States of America. You agree that any legal action or proceeding between Entelyst and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Entelyst's failure to insist upon or enforce strict performance of any provision of this Agreement 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 of this Agreement. Entelyst may assign its rights and duties under this Agreement to any party at any time without notice to you.