Below are the terms and conditions generally applicable to your access
or use of any portion of the Site (the "Site Terms").
If you
agree with this entire agreement, click on the "Log In"
button to continue.
On each
occasion that you access or use any portion of Adena Solutions’ web site (the
"Site"), you agree to be bound by all of the Site Terms, including
any amendments or modifications to any of the Site Terms in effect at the time
of your access or use. You understand that your right to use or access the Site
is derived solely from, and is expressly limited by, the Site Terms. Adena
Solutions reserves the right to amend or modify any of the Site Terms from time
to time. You should review all of the Site Terms upon each access or use of the
Site because any changes will be binding on you.
IF YOU DO NOT AGREE WITH ALL OF THE SITE TERMS,
DO NOT ACCESS OR USE ANY OF THE SITE.
1. SITE
CONTENT AND INTELLECTUAL PROPERTY RIGHTS
The Site
contains information, communications, software, photos, text, video, graphics,
music, sounds, images, and other material and services (the “Content”) which
are or may contain proprietary information owned, controlled or licensed by or
to Adena Solutions. The Site and its Contents are furnished to you by Adena
Solutions and are intended for your personal and lawful use in conformity with
the Site Terms. All rights, title and interests are exclusively reserved to
Adena Solutions.
You
acknowledge and agree that the Contents are protected by copyright, trademark
and other intellectual property laws, that these rights are valid and protected
in all media now existing or later developed, and that your access or use of
any Content shall be governed and constrained by applicable copyright,
trademark and other intellectual property laws. Further, you shall abide by all
additional copyright or other notices, information or restrictions appearing in
conjunction with any Content accessed on or through the Site.
The Site and
its Content are protected by copyright as a collective work and/or compilation
pursuant to
2.
APPROPRIATE ACCESS OR USE
You shall not
access or use any of the Site or Content for any purpose other than a lawful
and legitimate purpose as intended by Adena Solutions. Examples of prohibited
access or use of the Site or Content include, but are not limited to, access or
use that may directly or indirectly: (i) manipulate
or alter any transaction; (ii) unauthorized alteration of any materials, data
or information provided by or to another user of the Site; (iii) violate,
plagiarize or infringe upon the rights of any third party, including, without
limitation, copyright, trademark, privacy or publicity, contract or other
personal or proprietary rights; (iv) introduce to the Site any unlawful,
libelous, defamatory, untrue, malicious, fraudulent, harassing, pornographic or
offensive material, or material irrelevant to the legitimate access or use of
the Site; (v) constitute false or misleading indications of origin or
statements of fact; (vi) harass, slander, libel or defame any person or entity;
(vii) cause injury of any kind to any person or entity; (viii) result in the
sale or purchase of stolen property, counterfeit items, contraband, controlled
substances or any other material which may be unlawful; (ix) introduce to the
Site any viruses, worms or other programming routines which may disrupt or
interfere with the operation of the Site; (x) insert links to other Internet
sites; (xi) promote any unlawful activity or purpose, including, without
limitation, any activity that may result in criminal or civil liability; and/or
(xii) violate any applicable laws, rules, regulations or other governmental
regulations. You will take reasonable steps to ensure against the introduction
of any virus, worms or other programming routines which may disrupt or
interfere with the operation of the Site. You will be responsible for the
accuracy and completeness of all materials, data and information you transmit
through or place on the Site.
3.
DISCLAIMERS AND WAIVERS
Access or use
of any of the Site or its Content is voluntary and at your own risk. Reliance
on the Site and its Contents should only be undertaken after independent review
of its accuracy, completeness, efficacy and timeliness. Reference to any
specific commercial product, content provider, process, or service by trade
name, trademark, service mark, manufacturer, or otherwise does not constitute
or imply endorsement, recommendation or favoring by Adena Solutions.
Adena
Solutions neither represents nor endorses the accuracy or reliability of any
Content, material, advice, opinion, statement, data or other information
displayed, uploaded or distributed on or through the Site by any person or
entity. Adena Solutions assumes no responsibility for consequences resulting
from the access or use of the information or services, or in any respect for
the content of such information, including, without limitation, errors or
omissions, the accuracy or reasonableness of assumptions or conclusions, the
defamatory nature of statements, ownership of copyright or other intellectual
property rights, and the violation of property, privacy or personal rights of
others.
Difficulties
with hardware, software and equipment and services supplied by others may
result in service interruption or downtime. Further, it is possible that some
or all of the Site or Content may be corrupted and unusable due to the presence
of “bugs” in software, viruses or other causes beyond the reasonable control of
Adena Solutions. In no event will Adena Solutions be liable to you or other
persons for any claim, suit, demand, controversy, dispute, liability, loss,
expense, costs and/or damage (collectively, “Claim”) that may result from any
period of service interruption or downtime suffered by the Site.
In connection
with each transaction and proposed transaction through access or use of any of
the Site or any Site-related services, you acknowledge and agree that: (i) Adena Solutions has provided the Site to serve only as a
medium to facilitate the initiation of a commercial transaction between or
among parties other than Adena Solutions; (ii) each transaction and proposed
transaction shall be directly between or among parties other than Adena
Solutions; (iii) Adena Solutions is not and shall not be a party to any
transaction; (iv) Adena Solutions does not purport to owe any fiduciary duty to
any party or to have any special relationship with any party; (v) Adena
Solutions may or may not be a manufacturer, distributor or seller of any goods
or services in any transaction, therefore registered users do so with knowledge
accordingly (vi) the parties (other than Adena Solutions) are responsible for
determining and ensuring that all transactions comply with applicable law,
including, without limitation, payment of applicable taxes; and (vii) Adena
Solutions may or may not have control over any transaction, therefore,
registered users agree that they will proceed under the assumption that Adena
Solutions does not.
THE SITE AND
ALL CONTENT PROVIDED BY ADENA SOLUTIONS OR THIRD PARTIES ON OR THOUGH THE SITE
ARE PROVIDED “AS-IS”. ADENA SOLUTIONS
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR
A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY,
CONDITION, GUARANTY OR REPRESENTATION, WHETHER ORAL, WRITTEN OR IN ELECTRONIC
FORM, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR USEFULNESS OF ANY OF THE
SITE OR CONTENT.
ADENA
SOLUTIONS WILL USE THE SITE TO SEND PROMOTIONAL MESSAGES, USER INFORMATION,
PRESS RELEASES, SERVICE UPDATES, TECHNICAL INFORMATION, OR ANY OTHER
INFORMATION ADENA SOLUTIONS DETERMINES FOR ADENA SOLUTIONS OR THOSE ADENA SOLUTIONS HAS DETERMINED SUCH
MESSAGES CAN AND MAY BE SENT TO ANY AND ALL WHO HAVE AGREEED TO THESE TERMS.
IN NO EVENT
SHALL ADENA SOLUTIONS OR ANY OF ITS AFFILIATES OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, OWNERS, MEMBERS, ATTORNEYS, CONSULTANTS, AGENTS,
REPRESENTATIVES, INFORMATION PROVIDERS, LICENSORS, LICENSEES OR INVESTORS, OR
ANY OF THEIR AFFILIATES, BE LIABLE OR OTHERWISE RESPONSIBLE, INDEPENDENTLY,
JOINTLY OR SEVERALLY, TO YOU OR ANY PERSON FOR ANY CLAIM, REGARDLESS OF THE
NATURE OF THE CLAIM AND EVEN IF ADENA SOLUTIONS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH CLAIM, (I) FOR DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL,
PUNITIVE AND/OR EXEMPLARY DAMAGE, (II) INCURRED IN CONNECTION WITH ACCESS OR
USE OF ANY OF THE SITE OR CONTENT, OR (III) CAUSED BY, DUE TO OR RELATED TO ANY
INTERRUPTION, DELETION OF FILES, ERROR, OMISSION, DEFECT AND/OR DELAY IN
PERFORMANCE.
YOU HEREBY
WAIVE ANY AND ALL CLAIMS AND RIGHTS TO BRING, AND EXPRESSLY AGREE NOT TO BRING,
ANY SUCH CLAIM AGAINST ADENA SOLUTIONS, OR ANY OF ITS MEMBERS, OFFICERS,
MANAGERS, EMPLOYEES, AGENTS, INVESTORS, OR ANY OF THEIR AFFILIATES, IN
CONNECTION WITH THE ACCESS OR USE OF ANY OF THE SITE OR CONTENT.
4.
INDEMNIFICATION
You hereby
shall indemnify, defend and hold harmless Adena Solutions and
its affiliates, and their directors, officers, employees, owners, members,
attorneys, consultants, agents, representatives, information providers,
licensors, licensees and investors, and their affiliates (collectively, the
“Indemnified Parties”), from and against any and all Claims (including, without
limitation, reasonable attorneys’ fees and costs) arising out of any breach by
you of any of the Site Terms or otherwise arising from your access or use of
the Site or Content. You shall cooperate as fully as reasonably required in the
defense of any Claim. Adena Solutions reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to
indemnification by you.
5. LINKS
AND OTHER SITES
The Site may
contain links to other World Wide Web Internet sites, services or resources
(the “Links”). Adena Solutions is not responsible for the availability,
accurateness or completeness of any Link. Adena Solutions does not endorse and
is not responsible or liable for any Content, product, service, resource,
advertising or other materials on or available from or through any Link. Adena
Solutions shall not be responsible or liable, directly or indirectly, for any
Claim caused or alleged to be caused by or in connection with your access to,
use of or reliance on any such Link. You should direct any concern regarding
any Link to such Link’s Webmaster.
6. NO
PRIVACY
NOTWITHSTANDING
ANYTHING IN THE SITE TERMS TO THE CONTRARY, YOUR ACCESS AND USE OF THE SITE AND
CONTENT ARE NOT PRIVATE OR CONFIDENTIAL. FURTHER, ADENA SOLUTIONS
RESERVES THE RIGHT TO MONITOR YOUR ACCESS AND USE OF THE SITE AND CONTENT.
7. OTHER
PROVISIONS
No Waiver. Adena Solutions’
failure to exercise or enforce any of its rights shall not constitute a waiver
of such right, unless such waiver is in writing and specifying the right being
waived.
Severability. If one or more provisions of the Site Terms
are held to be unenforceable under applicable law, such provision shall be
excluded from the Site Terms and the balance of the Site Terms shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
Governing Law. The Site Terms have been made in and shall be
construed and enforced in accordance with
Entire Agreement. The Site Terms constitute the entire
agreement between you and Adena Solutions. No modification of the Site Terms
shall be enforceable against Adena Solutions unless such modification is in
accordance with the Site Terms.
Notice. Notice or correspondence to you shall be via
e-mail to the e-mail address contained in your most current registration form.
Notice or correspondence to Adena Solutions must be sent via postal mail to its
principal place of business located at:
Modification. Any and all portions of the Site Terms may be
modified, amended, changed, added, or removed at any time and from time to time
at the sole discretion of Adena Solutions. Any such modification shall be
effective immediately upon notice delivered to you via e-mail at the address
provided in the registration form or by posting such modification on the Site.
You should visit this Site from time to time to review the then-current Site
Terms because the Site Terms (including any modifications to the Site Terms)
are binding on you. By accessing and using the Site, you agree to become and
remain knowledgeable with the Site Terms as they may exist from time to time.
Certain provisions of the Site Terms may be superseded by expressly designated
legal notices or terms located on particular pages at the Site. You shall have
no right to modify or amend any of the Site Terms. If you do not agree with all
of the Site Terms, as may be amended from time to time, your sole recourse is
to cease access and use of the Site.
Restriction, Suspension and Termination. If Adena Solutions
determines, in its sole discretion, that you are using or have used any portion
of the Site or Content in a manner inconsistent with any of the Site Terms,
Adena Solutions shall have the right to take appropriate action without prior
notice to you, including, without limitation, the following: (i) removal of material; (ii) limit, restrict, suspend
and/or terminate your access to and use of the Site or any portion of the Site;
and (iii) seek any remedies available at law or in equity. You may terminate
your registration, access or use of the Site and the Content at any time by providing
written notice to Adena Solutions, which shall be deemed effectively given upon
Adena Solutions’ receipt.