Cooper Wheelock Terms of Use
This World Wide Web Site and the functions, facilities and services related thereto are operated and maintained by Cooper Wheelock, Inc., a New Jersey corporation, at the URL: http://www.Cooper Wheelockinc.com (the "Web Site"). By accepting the Terms of Use and/or using the Web Site, you agree to use them in strict accordance with, and to be bound by, all of the terms and conditions contained in these Terms of Use ("Terms"). If you do not wish to be bound by these Terms, do not use the Web Site
Grant of
Rights
Cooper Wheelock, Inc. grants you a non-exclusive, nontransferable
license to use all non fee-based portions of the Web Site in strict accordance
with the provisions of these Terms. These Terms do not grant you the right to
use any Cooper Wheelock, Inc. trademark, service mark or logo for any purpose
whatsoever.
Proprietary
Materials
(a) The Web Site contains copyrighted material,
trademarks and other proprietary information of Cooper Wheelock, Inc.
("Proprietary Material"), including, but not limited to, text, software,
photos, video, graphics, images, music and sound. You agree not to modify,
publish, transmit, participate in the transfer or sale of, create derivative
works of, or in any way exploit, in whole or in part, any Proprietary Material.
(b) The entire Web Site is Copyrighted 1997-2003, by Cooper Wheelock,
Inc., All Rights Reserved. Complying with all applicable copyright laws is the
responsibility of the user. Commercial use of this document or the Web Site
requires prior written consent from Cooper Wheelock, Inc. Except as otherwise
expressly permitted by these Terms, or as permitted under copyright law, no
posting, copying, downloading, uploading, transmission, retransmission,
distribution, redistribution, publication, republication, decompilation,
disassembling, reverse engineering, or otherwise reproducing, storing,
transmitting, modifying or commercially exploiting any Proprietary Material in
any form or by any means, for any purpose, is permitted without the express
written permission of Cooper Wheelock, Inc. In the event of any copying,
redistribution or publication of copyrighted material as permitted by law, no
changes in or deletion of author attribution, trademark, legend, or copyright
notice shall be made.
Indemnification
(a) You agree to indemnify, defend, and hold
harmless Cooper Wheelock, Inc. and its directors, officers, employees,
sponsors, licensees, independent contractors, providers, subsidiaries and
affiliates (collectively the "Indemnified"), from and against any and all
liability and costs (including attorneys' fees and costs) incurred by the
Indemnified in connection with any claim arising out of any breach by you of
any provision of these Terms.
(b) You agree to cooperate as fully as reasonably required in the defense of
any such claims. Cooper Wheelock, Inc. reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to
indemnification by you, and you shall not in any event settle any claim without
the written consent of Cooper Wheelock, Inc.
LIMITED
WARRANTY
(a) THE WEB SITE IS PROVIDED " AS IS" WITHOUT WARRANTY OF ANY KIND,
WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO
THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, ABSENCE OF ANY VIRUSES OR
CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE WEB SITE, AND
WITHOUT ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS,
CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION, OR MATERIAL PROVIDED BY
OR THROUGH THE WEB SITE RESTS WITH THE USER.
(b) Cooper Wheelock, Inc. does not warrant that the functions of the Web Site
will meet your requirements or that the operation of the Web Site will be
uninterrupted or error free.
(c) Cooper Wheelock, Inc. shall not be liable for any loss or injury arising
out of or caused, in whole or in part, by any negligent acts or omissions in
procuring, compiling, collecting, interpreting, reporting, communicating, or
delivering information contained in the Web Site.
(d) Cooper Wheelock, Inc. has no control over the content of World Wide Web
sites that may be linked to the Web Site through hypertext links ("Linked
Sites"), and is not responsible for their content, software or privacy
practices. The Linked Sites are provided for your convenience only and you
access them at your own risk.
LIMITATIONS
ON LIABILITY AND REMEDIES
(a) YOUR USE OF ANY INFORMATION ON THESE SITES IS
ENTIRELY VOLUNTARY. Cooper Wheelock, INC. IS NOT AND SHALL NOT BE LIABLE FOR
ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE WEB
SITE OR WEB STORE. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED
TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS,
COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO,
ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, WHETHER FOR BREACH OF
CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
(b) In no event shall Cooper Wheelock, Inc. be liable for any indirect,
special, incidental, punitive, or consequential damages, including lost
profits, arising out of the use or performance of the, even if Cooper Wheelock,
Inc. has been advised of the possibility of such damages.
Termination
Cooper Wheelock, Inc. may terminate the right of
any user to access the Web Site at any time, with or without cause, in Cooper
Wheelock, Inc.'s absolute discretion and without notice. The recital in this
Agreement of specific grounds for termination of a user's right to access the
Web Site shall in no manner whatsoever limit Cooper Wheelock, Inc.' s absolute
right to terminate any user's access to the Web Site under this paragraph.
Modifications
of Agreement or Service
(a) Cooper Wheelock, Inc. has the right to modify
these Terms in any manner and at any time, without notice or liability. Any
modification is effective immediately upon posting on the Web Site. Your
continued use of the Web Site following any modification of these Terms
shall be conclusively deemed an acceptance of all such modification(s). Your
only right with respect to any dissatisfaction with any modifications made
pursuant to this provision, or any policies or practices of Cooper Wheelock,
Inc. in providing the Web Site, is to cease use of the Web Site.
(b) Cooper Wheelock, Inc. may at any time, without notice or liability, change
or eliminate any content or feature of the Web Site, or restrict the use of any
portion of the Web Site, including limiting the time of its availability, the
amount of use permitted, or the persons who are permitted to use it. Your only
right with respect to any dissatisfaction with any service-related change or
elimination is to cease use of the Web Site.
General
(a) Failure by Cooper Wheelock, Inc. to enforce
any provision(s) of these Terms shall not be construed as a waiver of any
provision or right in any subsequent case.
(b) These Terms, and all other aspects of your use of the Web Site shall be
governed by and construed in accordance with the laws of the State of New
Jersey, without regard to its conflict of laws rules. No action of any kind or
nature arising out of these Terms, or out of any use of the Web Site or Web
Store shall be brought by either Cooper Wheelock, Inc. or you more than one
year after the date on which the cause of action first arises. You agree to
submit to the exclusive jurisdiction of the state and federal courts sitting in
the County of Monmouth, New Jersey, and waive any jurisdictional, venue, or
inconvenient forum objections to such courts.
(c) These Terms constitute the entire agreement between you and Cooper
Wheelock, Inc. with respect to the Web Site and supersedes all prior agreements
or understandings between you and Cooper Wheelock, Inc. with respect thereto.