Terms and Conditions
ATW is willing to license the ATW Website to you only on the condition that you accept all the terms contained in this EULA. By using the ATW Website, you acknowledge and agree that you have read and understand this EULA and accept all of its terms.
If you agree to this EULA on behalf of another person or legal entity including, without limitation, another business, you represent and warrant that you have the authority to bind that entity to this EULA and your agreement to this EULA will be treated as the agreement of the entity. In that event, 'you' and 'your' will refer and apply to that entity. If you do not accept this EULA in its entirety, then ATW is unwilling to license the ATW Website to you and you may not access or use the ATW Website. Any use of the ATW Website by you under these circumstances will be considered a violation of Intellectual property laws and may subject you to civil and/or criminal penalties.
1. Modification of These Terms
ATW reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If ATW materially modifies this EULA it will post the updated EULA in the 'Info Menu' of the ATW Website. ATW will also update the 'Last Updated Date' at the end of this Agreement. By continuing to use the ATW Website after ATW has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to uninstall the ATW Website. This Agreement will also govern any Website upgrades and/or updates provided by ATW that upgrade and/or supplement the ATW Website, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.
2. The ATW Website and Third-Party Software
1. The ATW Website may include database indexing and other features. Such installed search features are further detailed in section 3 below. In addition, the use of the ATW Website may enable ATW to access, use and collect a variety of information, both personal and non-personal, regarding your usage of the ATW Website, and information about your mobile device (additional information is further detailed in section 3 below).
2. The Publishers customization of the ATW Website may take the form of adding data, information, links, web pages, images, software and code, text, photos, audio or video sounds, and/or visual works and components to the ATW Website (collectively 'Third Party Software'), and then distributing it to you in the form of (the 'Customized Software'). ATW does not have control of and does not take any responsibility for anything a Publisher adds to the ATW Website, which may include without limitation all data provided by the Publisher and stored on ATW computers. Third Party Software is the responsibility of the Publishers and not ATW. Some Third-Party Software and/or Customized Software may contain Cookies or other tracking mechanisms. As used herein 'Cookie' means a small piece of information that is placed on your device's Browser while you are viewing a Website or using the ATW Website, the Customized Software and/or the Third-Party Software. Some of the Third-Party Software may pop-up on the screen of your computer. Some of the data stored in this storage space may include your personal information. Please review the policies of the Third Party's and/or Publishers for information about their practices.
3. Third Party Software will have their own terms and conditions and privacy policies and we urge you to review them prior to using them as your use of such Third Party Software is subject to these terms and conditions and privacy policies. Third Party Software is not owned by ATW. ATW is not responsible for any Third-Party Software and you acknowledge that Third Party Software may be modified or removed by its respective content owners at any time. You assume all responsibility and risk of use of any Third-Party Software and ATW hereby disclaims any and all liability to you or any third party related thereto. ATW does not have any obligation to examine or scan Third Party Software, for any purpose, and is not responsible for the accuracy, completeness, appropriateness or legality of any Third-Party Software. The fact that a ThirdParty Software is available via the ATW Website or otherwise is not an endorsement, authorization or representation of ATW's affiliation with any third party, nor is it an endorsement of such Third-Party Software and you hereby waive any legal or equitable rights or remedies you have or may have against ATW with respect thereto.
3. License to Software and Use
1. Conditioned upon your compliance with the terms and conditions of this EULA, ATW hereby grants to you a limited, reversible, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable license to use the ATW Website, solely for your personal use. ATW reserves all rights in the ATW Website not expressly granted to you in this EULA.
2. With respect to any Third-Party Software that may be incorporated with or into any ATW Website, you
acknowledge and agree that your use of such Third-Party Software shall also be subject to its respective
usage and privacy terms.
By using the ATW Website, you agree you have approved without limitation, the following:
1. Allowing the ATW Website software to send automated email messages.
2. Allowing the ATW to send email notifications (which you must explicitly and separately opt out to stop).
3. Allowing ATW access to location-based information (which you must explicitly and separately opt out to stop).
4. Allowing ATW access to information contained on your Social Network account (which you must explicitly and separately opt in to).
5. Allowing ATW business account holders to contact Publishers by email.
6. You may not use the ATW Website in any manner that could: (i) damage, disable, overburden, or impair the ATW Website (or any server or networks connected to any the ATW Website), or (ii) interfere with any third party's use and/or enjoyment of the ATW Website (or any server or networks connected to the ATW Website).
4. License Restrictions
1. Except as expressly specified in this EULA, you may not: (a) copy or modify the ATW Website; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the ATW Website to any third party; or (c) use the ATW Website in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You acknowledge and agree that portions of the ATW Website, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of ATW and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the ATW Website provided in object code or any other ATW products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
2. Any Open Source Software that may be accompanying the ATW Website is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Software. As used herein 'Open Source Software' mean open source software components provided with the ATW Website that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the ATW Website. This EULA does not apply to any Open Source Software accompanying the ATW Website and ATW hereby disclaims any and all liability to you or any third party related thereto.
5. Updates; Additional Services; Tests
1. The ATW Website may install updates, from time to time. These updates are designed to improve, enhance and further develop the ATW Website and may take the form of bug fixes, enhanced functions, new software modules and completely new versions
2. Further, you agree that by using the ATW Website you may periodically send technical data and related information to ATW to facilitate the provision of updates, product support and other services to you, if any, related to the ATW Website. Such information may include, but is not limited to, technical information or personal preferences about your computer or device (whether mobile device or other), and/or internet Browser and/or system. Additionally, you agree ATW may conduct A/B testing and change the look and feel of the ATW Website or add additional features in order to improve your experience with the ATW Website.
3. Your only recourse if you are unhappy with any of the modifications to the ATW Website is to cancel your account and stop using the ATW Website.
6. Proprietary Rights
1. The ATW Website is licensed, not sold to you. You acknowledge and understand that ATW owns all right, title and interest in and to the Software, including without limitation all intellectual property rights therein. The ATW Website is protected by United States (and other countries) copyright, trademark, other statutory and common law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the ATW Website as delivered to you.
2. All rights in the Third-Party Software, including all ownership rights are reserved and remain with such third parties. You agree that such third parties may enforce their rights against you directly in their own name. ATW is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your use of any ThirdParty Software.
7. Privacy and Legal Rights
2. If search is available in your ATW Website, please note that ATW collects search query information. Such search query information could be used to serve relevant ads to you and/or to monitor the performance of the search services
3. ATW prohibits the violation of a user's privacy rights and the distribution of materials that are illegal, infringing or may be deemed offensive by ATW, in its sole discretion, as part of this ATW EULA. If you believe that your legal or privacy right has been violated while using the Customized Software or Third Party Software, ATW encourages you to report such matters to ATW at your earliest convenience at firstname.lastname@example.org. ATW will, at its discretion, examine your complaint and take commercially reasonable efforts to attempt to resolve the issue as part of ATW's commitment to providing a positive user experience.
8. Your Obligations
1. You hereby acknowledge and agree to only use the ATW Website as permitted in this EULA.
2. You agree to comply with all applicable laws, rules and regulations when using the ATW Website. You will not use the ATW Website to infringe anyone's rights, including, without limitation, any intellectual property rights of any person or entity
3. You agree that you are solely responsible for (and that ATW has no responsibility to you or to any third party) your use of the ATW Website, any breach of your obligations under the EULA, and for the consequences (including any loss or damage which ATW may suffer) of any such breach.
9. No Obligation
ATW is not obligated to maintain or support the ATW Website, or to provide you with updates, fixes, or services related thereto. You understand that during and/or by using the Customized Software, you may encounter Third Party Software that may be deemed offensive, indecent or objectionable. Nevertheless, you agree to use the ATW Website at your own risk and that ATW shall not have any liability to you with respect to such content.
10. Government Users
Any use, duplication, or disclosure of the Customized Software by the U.S. government is subject to the restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Manufacturer is APP TOOL WERKS, INC.
11. Export Laws
1. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the ATW Website nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. Furthermore, you agree you will not export nor re-export the Customized Software nor any technical data related thereto nor any direct product thereof to any US embargoed country.
2. By using the ATW Website, you further represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a 'terrorist supporting' country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
12. Disclaimer of Warranties
In addition to the limitations of ATW's liability expressly contained in this Agreement, ATW further disclaims any warranty related to acknowledge and agree that you assume all the responsibility and risk for your use of the Software and the results and performance thereof and your use of any Third-Party Software. THE ATW WEBSITE IS PROVIDED TO YOU ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT WARRANTY OF ANY KIND. ATW DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ATW OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. ATW DOES NOT REPRESENT OR WARRANT THAT: (I) THE ATW WEBSITE OR ANY THIRD PARTY SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE ATW WEBSITE OR ANY THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED; OR (III) THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE ATW WEBSITE, ANY THIRD PARTY SOFTWARE AND ANY DATA ACCESSED THEREFROM. INFORMATION PROVIDED THROUGH THE CALL IN
CLAIM WEBSITE OR ANY THIRD-PARTY SOFTWARE AND ATW AND ATW'S THIRD PARTY LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. ATW MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE ATW WEBSITE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE ATW WEBSITE OR THE THIRD-PARTY SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE ATW WEBSITE IS TO UNINSTALL AND CEASE USE OF THE CUSTOMIZED SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
IN NO EVENT WILL ATW, ITS AFFILIATED ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AUTHORIZED AGENTS (COLLECTIVELY, THE 'ATW GROUP') AND ATW'S THIRD PARTY LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE ATW WEBSITE OR ANY THIRD PARTY WEBSITE UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT ATW OR ITS THIRD PARTY LICENSORS WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ATW'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS EULA, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE ATW WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SUCH AS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
To the maximum extent permitted by law, You agree to defend, indemnify and hold the ATW Group harmless from and against any and all claims, suites, losses, liability, costs or expenses (including but not limited to reasonable attorneys fees) arising from or incurred as a result of your use of the Customized Software, including your downloading, installation, or use of the Customized Software, or your violation of this EULA
15. Term and Termination
Your license to use the ATW Website under this EULA shall continue until it is terminated by either party. You may terminate this EULA at any time, by discontinuing the use the ATW Website. This EULA and the license granted to you under this EULA will terminate automatically if you breach any term of this EULA. Sections 2, 3, 4, 6 through 12, 14 and 16 shall survive the termination of this EULA.
(a) This EULA and all the policies referenced herein constitute the entire agreement between ATW and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of ATW.
(b) The section titles in this EULA are provided solely for convenience and have no legal or contractual significance.
(c) This EULA shall be governed by and interpreted under the laws of the State of Indiana, without regard to its conflicts of laws provisions. All actions relating to this EULA and the ATW Website shall be brought in the competent court in the State of Indiana. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Notwithstanding this, you agree that ATW will still be allowed to apply for injunctive remedies (or an equivalent type of unilateral, non-monetary urgent legal relief) in any jurisdiction.
(d) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
(e) If for any reason a court of competent jurisdiction finds any provision of his EULA or portion thereof, to be unenforceable, that provision of this EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. ATW reserves the right, at our discretion, to update or revise this EULA.
(f) Except as required by law, the controlling language of this EULA is English. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.
(g) You may not assign your rights under this EULA to any party without ATW's consent.
(h) If any provision of this EULA shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of any remaining provisions.
(i) Nothing in this EULA will be construed as creating a joint venture, partnership, employment or agency relationship between you and ATW, and you do not have any authority to create any obligation or make any representation on ATW's behalf.
(j) If you have any questions about the ATW Website, please email your question to email@example.com.
17. Third-Party Beneficiaries