all linked to or referenced documents and resources (the "Agreement"),
governs Your (defined below) use of the Steele Marketing Services
("SMS" or "Our") web site ("Site"). Our Site is available for Your
use only on the condition that You agree to the terms and conditions set
forth below, all with the intention to form a legally binding agreement.
YOUR USE OF THE SITE SHALL SIGNIFY YOUR AGREEMENT TO BE BOUND
BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE
TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY EXIT THIS SITE.
1. USER ELIGIBILITY
The Site is provided
by SMS and available only to entities and people who can form legally
binding agreement(s) under applicable law ("You," "Your" or "User"). If
You do not qualify, do not use the Site.
SMS provides Users with
on-line access to information regarding SMS's business and consulting
services (the "Service"). SMS may also provide new features or information
UNDERSTAND AND AGREE THAT THE SITE IS PROVIDED "AS-IS" AND THAT
SMS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY
OF ANY INFORMATION OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZED
3. GENERAL PRACTICES REGARDING USE
You acknowledge and agree that SMS
may establish general practices and limits concerning the use of the Site,
including without limitation, restrictions on accessing the Site in any
given period of time. You agree that SMS
has no responsibility or liability for the deletion or failure to store
any communications or information collected, maintained or transmitted
by the Site. You acknowledge that SMS
reserves the right to change these general practices and limits at any
time, in its sole discretion, with or without notice in accord with Section
4. LICENSE AND SITE ACCESS
grants You a limited personal, nontransferable, nonsublicenseable, revocable
world wide license to access and make personal use or non-commercial use
within your organization, of the Site. This license does not include any
resale or commercial use of this Site or its contents; any derivative
use of this Site or its contents; or any use of data mining, robots, or
similar data gathering and extraction tools. You may not frame or utilize
framing techniques to enclose any trademark, logo, or other proprietary
information (including images, text, page layout, or form) of SMS
and our affiliates without express written consent.
5. YOUR OBLIGATIONS
In consideration for Your use of the Site, You agree that if you decide
to send us or call us with information about You: (a) You will provide
true, accurate, current and complete information about Yourself ("Your
Registration Information") and (b) to maintain and promptly update the
Your Registration Information and any other information provided by You
to SMS to keep it true and accurate, current and complete.
You are solely responsible for Your Registration Information. However,
we reserve the right to take any action with such information we deem
necessary or appropriate, in our sole discretion, if we believe that it
or its use may create liability for SMS.
You agree that You will use the Site in a manner that complies with all
applicable, international, federal, state and local laws and You acknowledge
that You are solely responsible for Your Registration Information.
You agree that You will not:
(a) impersonate any person or entity, including, but not limited to, a
official, forum leader, guide or host, or falsely state or otherwise misrepresent
Your affiliation with a person or entity through Your Registration Information;
(b) forge headers or otherwise manipulate identifiers in order to disguise
the origin of Your Registration Information transmitted through the Site;
(c) Use Your Registration Information to compromise in anyway the integrity
of the Site;
6. SPECIAL ADMONITION FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, You agree to comply with
all local rules regarding online conduct, Your Registration Information
and the purchase of services from the Site. Specifically, but without
limitation, You agree to comply with all applicable laws regarding the
transmission of technical data imported or exported from the United States
or the country in which You reside as well as sale restrictions in the
country in which You reside.
products and publications are commercial in nature. Use, duplication and
disclosure by the United States government is subject to the restrictions
set forth in DFARS 252.227-7015 and FAR 52.227-19.
7. RESTRICTIONS ON USE
All pages within the Site and any material made available there for download
are the property of SMS and/or its affiliates or other third parties.
The Site and portions of the Site are protected by federal and international
copyright and trademark laws. This Agreement does not grant any license
to modify or alter the material(s) on the Site that are viewed, downloaded
or otherwise accessed by You. You shall keep intact all proprietary notices,
including copyright notices, contained on any downloadable materials and
shall comply with any applicable end user license agreements. You may
not input or upload to the Site any information which contains any viruses,
Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, the Site or information or that infringes
the Intellectual Property (defined hereafter) rights of another. Any rights
not expressly granted by these Terms and Conditions or any applicable
end user license agreement(s) are reserved by SMS.
8. SYSTEM INTEGRITY
You may not use any device, software or routine to interfere or attempt
to interfere with the proper working of the Site. You may not take any
action which imposes an unreasonable or disproportionately large load
on the system providing the Site.
9. DISCLOSURE OF CONTENT/MONITORING
Although SMS has no obligation to monitor any information provided to
the Site by its users, including without limitation, Your Registration
Information, it reserves the right to monitor, retain, and disclose such
information if required to do so by law or in a good faith belief that
such disclosure is reasonably necessary to comply with legal requirements,
respond to claims that any information violates the rights of third parties,
or protect the rights, property or personal safety of SMS, its users or
10. INTELLECTUAL PROPERTY OWNERSHIP
Any and all intellectual property rights associated with the Site including
without limitation, any inventive concepts, know-how, publicity rights,
trademarks, trade-dress, trade secrets, copyrights and patents ("Intellectual
Property") are the sole property of SMS, or third parties. Except as otherwise
expressly authorized by this Agreement, You may not copy, reproduce, modify,
lease, loan, sell, create derivative works from, upload, transmit, or
distribute the Intellectual Property of the Site in any way without SMS's
or the appropriate third party's prior written permission. Except as provided
herein, SMS does not grant to You any express or implied rights to SMS's
or any third party's Intellectual Property. Any rights associated with
the content of the Site, which is transmitted, downloaded, or otherwise
processed by SMS, shall be retained by the owner of the content, if any,
and may be protected by applicable copyright, trademark, or other laws.
This Agreement does not grant You rights in and to such content except
as set forth in Section 4.
SMS respects the intellectual property of others, and we ask our Users
to do the same. If You believe that Your work has been copied in a way
that constitutes copyright infringement and placed on the Site, please
provide SMS the following information:
(a) an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that You claim has been infringed;
(c) a description of where the material that You claim is infringing is
located on the Site;
(d) Your address, telephone number and email address;
(e) 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;
(f) 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.
Any notice of claims of copyright infringement on this Site should be
directed to SMS.
12. WARRANTY DISCLAIMER
THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED
WITHIN IT OR ANY SITE, IS PROVIDED, "AS IS," AND "AS AVAILABLE" WITH NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND
SMS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT. THERE IS NO WARRANTY AGAINST INTERFERENCE
WITH YOUR ENJOYMENT OF THE INFORMATION OR SITE OR AGAINST INFRINGEMENT.
THERE IS NO WARRANTY THAT THE INFORMATION OR SITE PROVIDED WILL FULFILL
ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. YOU ASSUME TOTAL RESPONSIBILITY
AND RISK FOR YOUR USE OF THIS SITE AND ANY HYPERLINKED WEBSITE.
SMS MAKES NO WARRANTY THAT (a) THE SITE WILL MEET YOUR REQUIREMENTS; (b)
THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (c) THE RESULTS
THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE AND RELIABLE;
(d) THE QUALITY OF THE SITE, INFORMATION OR OTHER MATERIALS OBTAINED BY
YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS AND/OR (e) ANY ERRORS IN
THE CONTENTS OF THE SITE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE
IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
SMS OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE
Although SMS attempts to ensure the integrity and accurateness of the
Site, it makes no guarantees whatsoever as to the correctness, accuracy
or safety of the Site. It is possible that the Site could include inaccuracies
or errors, and that unauthorized additions, deletions and alterations
could be made to the Site by third parties. In the event that an inaccuracy
arises, please inform SMS so that it can be corrected. Information contained
on the Site may be changed or updated without notice.
13. LIMITATION OF LIABILITY
SMS, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY,
PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE,
CONTENT YOUR REGISTRATION INFORMATION OR INFORMATION CONTAINED WITHIN THE
SITE, AND/OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION
WITH THE SITE, AND/OR HYPERLINKED WEBSITE IS TO STOP USING THE SITE. THE
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME
OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold SMS and its subsidiaries, affiliates,
officers, agents, co-branders or other partners, and employees, harmless
from any claim or demand, including reasonable attorneys fees, made due
to or arising out of: (1) Your Registration Information submitted, posted
to or transmitted through the Site; (2) Your use or misuse of the Site;
(3) Your connection to the Site; (4) Your violation of this Agreement;
or (5) violation of any rights of another.
Your Registration Information and certain other information about You
linked to the Site are likely governed by confidentiality and privacy
provisions that differ from the provisions governing the Site. SMS is
not responsible for such provisions, and expressly disclaims any and all
liability related to such provisions.
into the terms of this Agreement.
SMS may, at any time, and without notice, modify, update, or otherwise
change the terms of this Agreement or the Site, and You agree that You
are deemed to be apprised of, and to be bound by such changes, immediately
upon the posting thereof. Accordingly, we encourage You to visit the Site
from time to time to review the current version of the Agreement.
You agree that SMS, in its sole discretion, may terminate Your use of
the Site, and remove and discard any content within the Site, for any
reason. SMS may also, in its sole discretion, at any time, discontinue
providing the Site, or any part thereof, with or without notice. You agree
that any termination of Your access to the Site under any provision of
this Agreement may be effected without prior notice, and acknowledge and
agree that SMS may immediately deactivate or delete Your account and all
related information and files in or related to Your account and/or bar
further access to such files or Site. Further, You agree that SMS shall
not be liable to You or any third party for any termination of Your access
to the Site.
SOME OF THE INFORMATION ON THIS SITE MAY CONTAIN PROJECTIONS OR OTHER
FORWARD LOOKING STATEMENTS REGARDING FUTURE EVENTS OR FUTURE FINANCIAL PERFORMANCE
OF SMS. THESE STATEMENTS ARE ONLY PREDICTIONS AND ACTUAL EVENTS OR RESULTS
MAY DIFFER MATERIALLY.
The Site may provide or include links to other World Wide Web sites
or resources. Because SMS has no control over such sites and resources,
You acknowledge and agree that SMS is not responsible for the availability
of such external Site or resources, and does not endorse and is not responsible
or liable for any content, advertising, products or other materials on
or available from such sites or resources. YOU
FURTHER ACKNOWLEDGE AND AGREE THAT SMS SHALL NOT BE RESPONSIBLE OR LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE
CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT,
GOODS OR SITES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.
20. LINKS TO OUR SITE
SMS prohibits caching of any portion of the Site and any unauthorized
hypertext links to the Site. SMS reserves the right to disable any unauthorized
links or frames. If You desire to provide a hyperlink from Your Website
to the Site, SMS and You must mutually agree to the terms set out in our
Hyperlink License Agreement.
21. JURISDICTION AND LAW
This Agreement shall be construed and enforced in accordance with the
laws of the State of Washington, without reference to conflict of laws
principles, and shall be deemed to be executed in Washington, and any action or proceeding shall
be brought in a Federal or State court of competent jurisdiction in the
Washington and in no other jurisdiction.
Notice may be deemed given by certified mail, postage prepaid, and return
receipt requested, to the address provided by You and to SMS at
6111 21st Ave NE, Seattle, WA 98115. Notice shall be deemed given five (5) business
days after the date of mailing.
23. COMPLETE AGREEMENT
Except as expressly provided in a particular "legal notice" on SMS Site,
with respect to use of the Site, superceding any other agreement between
only and have no legal or contractual effect. Sections 11, 13 through
17, 21, 22 and 23 shall survive termination of this Agreement. If any
provision of this Agreement is found to be unenforceable, the other provisions
shall still remain in full force and effect.