The Site may include or be used in connection with certain Third Party Applications (as defined in Section 8 below). Your access to or use of such Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third Party Applications. Additionally, goods or services that you may purchase through this site may have additional terms and conditions that govern those goods and services that are made available by the seller upon purchase.
1. Acceptance of Terms. By using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Site. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change. We may, at any time, modify or discontinue all or part of the Site; charge, modify or waive fees required to use the Site; or offer opportunities to some or all Site users.
2. Jurisdiction. The Site is controlled and/or operated from the United States, and is not intended to be subject us to non-U.S. jurisdiction or laws. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
4. Rules of Conduct. In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following “Rules of Conduct” as updated from time to time by us. You will not:
We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct.
5. Registration. You may need to register to use any part(s) of the Site. We may reject, or require that you change any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account.
6. Unsolicited Submissions. Notwithstanding anything to the contrary in this Agreement, we and our affiliates do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions (“Unsolicited Submissions”), whether related to the Site, our Products or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our or our affiliates’ sole property. We and our affiliates have no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person.
7. Our Proprietary Rights. This site is owned by Allegion Company. We, our affiliates and our respective licensors and suppliers own the information and materials displayed and/or made available through the Site, including, but not limited to photographic images, graphics, illustrations, moving images, sound, text, data, and software. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly permitted within the scope of Services provided by the Site and/or as authorized in advance by us in writing, you agree not to download, re-transmit, reproduce, modify, sublicense, rent, lease, loan, sell, distribute, use or create derivative works based on, all or any part of the Site or any information or materials made available through the Site. Your use of the Site may not be for any purpose other than your business with Ingersoll -Rand Company. We, our affiliates and/or our respective licensors or suppliers own copyright, the trade names, trademarks, service marks and all other Intellectual Property on the Site. All copyright, trademarks, service marks and other Intellectual Property on the Site not owned by us or our affiliates are the property of their respective owners. You may not use our copyright protected works, trade names, trademarks, service marks and other Intellectual Property in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any ownership of any copyright protected works, trade names, trademarks, service marks or other Intellectual Property without express prior written consent of the owner. PLEASE NOTE THAT UNAUTHORIZED USE OF ANY SERVICE OR PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SERVICES, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT OR TRADEMARK INFRINGEMENT.
10. Links and Feeds. The Site may provide links to or feeds from third party unaffiliated web sites and online resources. We and our affiliates do not control such third party sites and resources, are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR ACCESS TO AND USE OF THIRD PARTY WEB SITES, CONTENT AND RESOURCES IS AT YOUR OWN RISK.
11. Limitations of Liability and Disclaimers. THE SITE AND ALL GOODS, SERVICES, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, LINKS OR FEEDS, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU "AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE AND ALL GOODS, SERVICES, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. CERTAIN PROVIDERS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR THIRD PARTY APPLICATIONS; PLEASE CHECK WITH SUCH PROVIDERS FOR FURTHER INFORMATION. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE (OR ANY PART THEREOF), ANY THIRD PARTY APPLICATIONS OR ANY THIRD PARTY CONTENT, OR ANY LINKS OR FEEDS ARE OR WILL BE ACCURATE, COMPLETE OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE SITE. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE SITE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, LINKS OR FEEDS, OR ANY OTHER INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE SITE. IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. While we try to maintain the security of the Site, we do not guarantee that the Site or any Third Party Applications will be secure or that any use of the Site or any Third Party Applications will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Site or any Third Party Applications. If you become aware of any unauthorized third party alterations to the Site, contact us at [email protected] with a description of the material(s) at issue and the URL or location of such materials.
12. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless us, our subsidiaries, affiliates, licensors, and their respective representatives and providers, from and against all claims, damages, losses, costs, liabilities and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site; and (b) any violation of this Agreement by you, or your subsidiaries, affiliates, licensors, and their respective representatives.
13. Termination. This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of: (a) the Site, (b) your user name and password or (c) any files or information associated with your user name and password. If we terminate your access to the Site, you will not have the right to bring claims against us, our affiliates or our respective representatives and providers with respect to such termination. We and our affiliates and our respective representatives and Providers, shall not be liable for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Site, any Products or any third party claim that your use of the Site or Products is unlawful or infringes such third party’s rights). Sections 2, 6-16, and 18 shall survive any expiration or termination of this Agreement.
14. Governing Law; Dispute Resolution. You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in New York, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto. Notwithstanding the previous paragraph, if you reside in a member state of the European Union and are accessing the Site from a member state of the European Union, you hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of England, without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the English courts, and waive any jurisdictional, venue or inconvenient forum objections thereto. You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. You agree that any unauthorized use of the Site, the Products or any related software or materials, or any Third Party Applications, would result in irreparable injury to us, our affiliates or our respective Representatives and Providers for which money damages would be inadequate, and in such event we, our affiliates or our respective representatives and providers, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our affiliates or our respective Representatives and Providers may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.
15. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you may send us a notice. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. We suggest that you consult your legal advisor before filing a notice or counter- notice.
16. Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.
17. Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to [email protected]. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.
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