PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE.
Welcome to Flexaust.com. The website is owned and operated by Flexaust.com, 1510 Armstrong Rd., Warsaw, IN 46580 (“Flexaust”). This website and contents are designed to comply with U.S. laws and regulations.
This is a binding agreement (“Agreement”) between Flexaust and you. This Agreement governs Your use of the website www.Flexaust.com (“Site”), including, without limitation, all content such as text, information, images, software and other information, services and materials (collectively, the “Materials”) and all information made available to You this Site by Flexaust and/or third parties.
1. OWNERSHIP OF MATERIALS
All Materials on this Site are provided by Flexaust unless indicated otherwise. All intellectual property rights in the Materials (including copyrights, trademarks, trade secrets and patents) are the property of Flexaust unless indicated otherwise. Flexaust retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without Company’s prior written permission. All other names and trademarks are the property of their respective holders. Flexaust.com and its Materials and services are covered by one or more pending U.S. and foreign patent applications.
2. USE LICENSE
Any unauthorized use of any Materials or information at this Site may violate patent, copyright, trademark, and other laws. Any use of this Site shall be considered a limited use license, not a transfer of title, and is subject to the following restrictions: You may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in manners inconsistent with this Agreement and current Company policies. You agree to prevent any unauthorized copying of the Materials or information.
3. TERMINATION OF THIS USE LICENSE
Flexaust may terminate this use license at any time if You are in breach of the terms of this Agreement. Upon termination, You will immediately destroy any Materials in your possession, if any, and cease use of the Site. Flexaust reserves the right to discontinue or make changes to the Site and/or Materials at any time.
4. QUALIFICATION FOR USE AND ACCESS TO SITE
To use any Materials on this Site, You must be over 13 years of age. By accessing this site you hereby attest to the truth of all assertions made under this Section and agree that You authorize Flexaust to confirm the veracity of such information.
If You are under the age of 18, you may not use this Site, or register as a user of this Site, except with the involvement and verifiable consent of Your parent or legal guardian. SPECIAL CONFIRMATION OF PARENTAL CONSENT IS REQUIRED AT REGISTRATION FOR USERS UNDER 13.
Once a registered user, You may have the opportunity to provide additional information describing your credentials, professional experiences, academic background, biography and other personal information, in your personal profile. You agree that all such information is non-confidential and non-proprietary, and may be disclosed to other users of the Site. Providing additional information beyond what is required at registration is entirely optional, and such information can be altered or removed by You at any time. Flexaust is not responsible for any loss, damage, or injury sustained as a result of Your voluntary disclosure of personal information in your public profile, and You agree to hold Flexaust harmless for such loss, damage or injury.
5. SALE OF GOODS AND/OR SERVICES
Flexaust attempts to be as accurate as possible. However, Flexaust does not warrant that product descriptions or other content appearing on this Site is accurate, complete, reliable, current, or error-free. If a product offered by Flexaust itself is not as described, Your sole remedy is to return it in unused condition for a full refund within 14 days from receipt.
METHODS OF PAYMENT
Flexaust reserves the right to reject, at its discretion, any method of payment by any user of the Site. Acceptable methods of payment are identified during the checkout process.
Despite our best efforts, a small number of the items described on the Site may be mispriced. If an item’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
Please note that this policy applies only to products sold and shipped by Flexaust. Your purchases from third-party sellers through the Site may be charged at the time you place your order, and third-party sellers may follow different policies in the event of a mispriced item.
Flexaust may sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use Flexaust.com only with involvement of a parent or guardian. Flexaust reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
6. METHODS OF PAYMENT TO USERS AND TAXES
In the event any payment due to You under this Agreement is subject to or becomes subject to any tax or other deduction payable by You, such tax or deduction shall be paid by You, so that the payments by Flexaust shall be in full and free of all liability for such tax or other deductions. You agree to pay and bear the expense of local, state and/or federal government licenses, sales and use, foreign withholding tax, property and ad valorem taxes, which may be imposed or assessed with respect to payments made by Flexaust to You under this Agreement. In the case where You have or will have been paid in an amount greater than $600.00 in a single fiscal year, Flexaust reserves the right to request and receive a Tax ID No. or other information from You prior to making any subsequent payments. Flexaust shall make all payments due under provisions of this Agreement in United States dollars (US$).
This Site is intended by Flexaust to require a valid, working e-mail address and password to access and use the Materials on the Site. Certain other Materials or functionalities on the Site may require additional access codes. You are solely responsible for: (1) maintaining the strict confidentiality of the e-mail address, account names, passwords and/or codes (collectively, “ID(s)”) assigned to You; (2) not allowing another person to use Your IDs to access the Site; and (3) promptly informing Flexaust by e-mail addressed to [e-mail address] of (i) any suspected or unauthorized use of Your IDs, (ii) the intentional or inadvertent disclosure of Your IDs, or (iii) any other need to deactivate an ID due to potential or actual security concerns. Flexaust is not liable for any harm related to the theft of Your ID, Your intentional or inadvertent disclosure of Your ID, or Your authorization to allow another person or entity to access and use the Site using Your ID. You agree to indemnify the Flexaust for any damages or losses that may be incurred or suffered by any party, including but not limited to the Flexaust and the other users of the Site, as a result of You or Your failure to maintain the strict confidentiality of Your IDs.
Because some jurisdictions may not permit each of these disclaimers and limitations, some or all of these limitations may not apply to You. Flexaust and its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these Materials. Flexaust may make changes to these Materials, or to the services and/or products described therein, at any time without notice. Flexaust makes no commitment to update the Materials. Any description of Materials is not a representation that any such Materials are available for sale or distribution in Your location.
9. LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, Flexaust SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND Flexaust AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $50.00. YOU AND Flexaust AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND Flexaust. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, Flexaust WOULD NOT PROVIDE ACCESS TO THE SITE TO YOU.
You agree to defend, indemnify and hold Flexaust, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including Stoddards’ reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site and/or the Materials, and/or (3) the unauthorized or unlawful use of the Site by any other person using Your ID.
11. USER SUBMISSIONS
Unless otherwise agreed in writing prior to Your submission, any material, information or other communication You transmit or post to the Site or third party site will be considered non-confidential and non-proprietary (“Communications”). Flexaust will have no obligations with respect to the Communications. You agree that from time to time Flexaust may invite or otherwise make You aware of certain educational, promotional or financial opportunities relating to Your Communications.
POSTING OR TRANSMITTING COMMUNICATIONS TO THE SITE CONSTITUTES AN ASSIGNMENT OF ANY COPYRIGHT RIGHTS THAT YOU MIGHT POSSESS IN SUCH COMMUNICATIONS TO Flexaust, INCLUDING BUT NOT LIMITED TO THE RIGHTS TO USE FOR ANY PURPOSE, COPY, DISCLOSE, SELL, DISTRIBUTE, PERFORM, INCORPORATE AND OTHERWISE USE THE COMMUNICATIONS AND ALL DATA, IMAGES, SOUNDS, TEXT, AND OTHER THINGS EMBODIED THEREIN FOR ANY AND ALL COMMERCIAL OR NON-COMMERCIAL PURPOSES TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Flexaust hereby grants You a non-exclusive, non-transferable license to re-use or republish your own contributions made to the Site in its original or derivative form for republication elsewhere, such as in journals or other professional publications. This license is restricted to Your own contributions and does not grant You rights to republish the contributions or postings of other Site users.
If for any reason the transfer of copyright rights set forth above shall be found to be invalid or unenforceable, then, by posting or transmitting Communications to the Site, you grant Flexaust and its designees an irrevocable license to use for any purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. Flexaust shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information.
You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law in the United States or in the country in which You are located, including but not limited to copyright law and the Health Insurance Portability and Accountability Act of 1996. You are prohibited from revealing the name or other personally identifying information of any other Site user unless that individual has previously revealed his or her own name or personally identifying information in Communications sent by that user to the Site. Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered trespass and computer fraud and abuse, punishable under state and federal laws.
Flexaust reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.
12. COOPERATION WITH GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable law, Flexaust will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, visitors, customers, members, Flexaust, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, in order to: (1) prevent unauthorized use of this Site; and/or (2) comply with any requirements of law or judicial process that are applicable to Flexaust.
13. LINKS TO OTHER MATERIALS
Other websites linked to from the Site are not necessarily under the control of Flexaust and Flexaust is not responsible for, nor does it certify, the content of any linked site or any link contained in a non-affiliated linked site. Flexaust reserves the right to terminate any link or linking program at any time. The inclusion or omission of links on the Site is not intended to endorse any particular companies or products. If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and Flexaust shall not be responsible for notification of any change in name or location of any information of the Site. Flexaust reserves the right to request any web site administrator to disable or remove any link that violates any rights of Flexaust or causes interruption or deterioration of Materials provided by Flexaust. Failure to abide by this request shall be dealt with as provided in this section.
14. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide Flexaust’s copyright agent the written information specified below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that You claim has been infringed upon;
- A description of where the material that You claim is infringing is located on the Site;
- Your address, telephone number, and e-mail address;
- A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law (including but not limited to authorization as a “fair use” under 17 U.S.C. § 107);
- A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that this procedure is exclusively for notifying Flexaust that your copyrighted material has been infringed. Stoddards’ Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
Flexaust Internet Team
1510 Armstrong Rd.,
Warsaw, IN 46580
15. APPLICABLE LAWS
This Site is controlled by Flexaust from its offices within the State of Massachusetts of the USA. Flexaust makes no representation that Materials in this Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of United States export laws or regulations. Any claim relating to the Materials shall be governed by the internal substantive laws of the State of Massachusetts
16. DISPUTE RESOLUTION
Any dispute between Flexaust and You arising out of this Agreement shall be resolved first by direct communication with one or more of Stoddards’ management team members. Should Flexaust and You be unable to resolve the dispute by communication and both You and Flexaust jointly agree to do so, Flexaust or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of Stoddards’ headquarters and pursuant to Massachusetts law. The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify non-breaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.
17. ENTIRE AGREEMENT AND AMENDMENT OF AGREEMENT
Your right to access and use the Site and/or Materials immediately terminates without further notice upon Your breach of this Agreement. Flexaust may terminate this Agreement and/or Your right to use the Site at any time, with or without cause. Sections [SPECIFY #S OF CLAUSES RELATING TO: OWNERSHIP OF MATERIALS, SECURITY, DISCLAIMERS, INDEMNIFICATION, LIMITATION OF LIABILITY, COPYRIGHT TRANSFER, USER SUBMISSIONS, COOPERATION WITH AUTHORITIES, LINKING, ENTIRE AGREEMENT AND AMENDMENT OF AGREEMENT, CHOICE OF LAW, DISPUTE RESOLUTION, TERMINATION, FORCE MAJEURE, HEADINGS, and INVALIDITY] of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever.
Flexaust may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without Stoddards’ prior written permission. Any attempt by You to assign Your rights under this Agreement without Stoddards’ permission shall be void and non-binding on Flexaust.
20. WAIVER OF BREACH
Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.
21. FORCE MAJEURE
Flexaust shall not be liable for any failure or unavailability of the Site and/or the Materials or failure by Flexaust to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond Stoddards’ control.
You agree that, where Flexaust is required to provide you with notice under this agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:
(1) e-mail to the most recent e-mail address that you have provided to Flexaust, regardless of the current status of that e-mail address; or
(2) written communication delivered by first class U.S. mail to the most recent physical address that you have provided to Flexaust, regardless of the current status of that e-mail address; or
You accept sole responsibility for providing us with notice of changes to your physical address and/or your e-mail address.
Except as otherwise set forth above, You may give notice to Flexaust at any time via electronic mail to support@Flexaust.com or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
Flexaust Internet Team
1510 Armstrong Rd.,
Warsaw, IN 46580
Attn: Legal Department
The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.