1. Binding Agreement
2. Intellectual Property
You acknowledge and agree that Auroros shall own all worldwide right, title and interest in and to the Site and any applications, services, text, graphics, multimedia content, or other information, data, content or material available on or through the Site, and all related code provided through the Site, any modifications, updates, upgrades, copies, derivative works, augmentations or customizations of the foregoing (collectively, " Materials "), including all worldwide intellectual property rights to the same, including without limitation, all United States, Canadian and worldwide patents, patent applications, copyrights, trademarks, trade secrets, rights of publicity and privacy and other proprietary rights. All rights not expressly granted to you herein are expressly reserved to Auroros.
Modification of the Materials or use of the Materials for any purpose other than that expressly permitted herein or otherwise on the Site is a violation of copyright and other proprietary rights and the use of any such Material on any other website or computer environment is strictly prohibited.
3. Ownership; Copyright; Trademarks
The Materials, as well as the organization and layout of the Site, are copyrighted and are protected by United States and international copyright laws and treaty provisions. You may access, download and print materials on the Site solely for your personal and non-commercial use, however, any printed copy of this Site, or portions of the website, must include Auroros' copyright notice. No right, title or interest in any of the materials contained on this website is transferred to you as a result of accessing, downloading or printing such materials. Unless otherwise specified, you may not copy, modify, distribute, transmit, display, reproduce, publish, license, create derivative works from, link to or frame in another website, use on any other website, transfer or sell any information obtained from this website, without written permission from Auroros. The foregoing prohibition expressly includes, but is not limited to, the practices of "screen scraping" or "data mining" to obtain lists of users, statistics or information regarding products, or other information.
All contents of Auroros' website(s) are Copyright © 2007 Auroros, Inc., and/or its content providers, advertisers, sponsors and suppliers. All rights reserved.
Auroros and associated logos and service marks constitute trademarks of Auroros. All of the trademarks, service marks, and logos associated with Auroros mark (collectively, the " Trademarks ") and displayed on the Site are registered and/or unregistered trademarks of Auroros, its affiliates, or third parties. Nothing in the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to Auroros' Trademarks without express written permission or the express written permission of the applicable third party. Any use of the Trademarks is expressly prohibited except as expressly provided by Auroros.
All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.
4. Procedures for Claimed Copyright, Trademark, or other Intellectual Property Infringement
We respect the intellectual property rights of others, and ask that you do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, in accordance with the Digital Millennium Copyright Act or any other form of intellectual property infringement, please provide the following information to our agent:
(1) an electronic or physical signature of the person authorized to act on behalf of the copyright owner or other evidence of ownership in the claimed intellectual property;
(2) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(3) description of where the material you claim is infringing is located on the Site;
(4) your address, telephone number, and email address;
(5) a statement that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
(6) a statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the owner of the intellectual property rights you claim has been infringed or that you are duly authorized to act on the intellectual property owner's behalf.
Our agent may be contacted and all notices pursuant to this provision must be sent via certified mail as follows:
Attn: Legal Department
8480 Honeycutt Road, Suite 200
Raleigh, NC 27615
Copies of such notice may be sent electronically in addition to the required written notice set forth above to the following e-mail addresses:
5. Third Party Content; Third Party Sites
You understand and agree that aurorosinc.com offers information and services provided by third-parties who are not employed by Auroros. Auroros is not responsible or liable for any acts or omissions created, caused or performed by these third parties.
The Site may contain hyperlinks to other websites that are not operated by Auroros. Auroros does not control these websites and is not responsible for their contents, nor should the existence of such links be construed as an endorsement of the material appearing on such sites or as implying an association between Auroros and their operators. Such hyperlinks are provided for your reference only.
Auroros does not endorse, is not responsible for and makes no warranty or representation as to the quality or performance of the advertisers or the services offered in connection with such advertisements. Auroros advises you to carefully review each third party advertiser and/or service offering prior to engagement with any third party advertiser or service provider.
AUROROS ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO INFORMATION ON THIS SITE.
It is your responsibility to evaluate and confirm the information, opinions, advice or other Material available through the Site, whether posted or provided by third parties or Auroros.
By providing information to Auroros in any form or manner including uploads, e-mailing, or written requests, you grant to Auroros a non-exclusive, worldwide, royalty-free, perpetual license to any information (including but not limited to text, graphics, video, and sound), notes, message or billboard postings, ideas, suggestions, concepts or other material (all such content being referred to as " User Content "). You hereby grant to Auroros the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any material and other information (including ideas for new and improved products) all such User Content and when you submit, post, request that material be placed on the Site, in any form or manner, you agree that Auroros has the right to publish or use the material for any type of use as outlined above, including promotional and advertising purposes.
6. User Representations, Warranties And Covenants
You represent, warrant and covenant to Auroros that:
• You will comply at all times with all applicable federal, state, provincial and local laws, rules and regulations in your use of the Site and/or your use or disclosure of any data, information or materials you submit to or receive through the Site;
• You will not, nor will you permit any other person, corporation or entity, without the prior written consent of Auroros to: (i) copy, duplicate or grant permission to the Site or any part thereof; (ii) create, attempt to create, or grant permission to the source program and/or object program or code associated with any software component of the Site; (iii) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Site or directly or indirectly permit any third party to use the Site; (iv) decompile or disassemble any software or other component of the Site or any report or document generated there from; (v) engage in any reverse engineering; (vi) modify, alter or delete any of the copyright notices embedded in or affixed to the copies of any components of the Site; (vii) export any application provided hereunder or any portion of the Site; or (viii) use the Auroros name including Auroros, aurorosinc.com, URL, Trademarks, or use the Auroros Server, or other materials in connection with, or to transmit, any "spam." For the purposes of this agreement, "spam" has the meaning generally understood among Internet users;
• Any transmission of data from your computer equipment or system will be free from (i) intentionally injurious instructions (e.g. "viruses") that are designed to modify, damage, delete or disable the Site or any applications thereon; (ii) any hidden passwords that permit unauthorized access to the data or the Site, or (iii) any embedded code that could trigger, shut down or disable the Site;
• You shall have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Site and perform your obligations hereunder; and
• You will comply with the security measures set forth in Section 11 below under the heading "Security."
Users are responsible for implementing and maintaining adequate procedures and safeguards to ensure data is accurate and to make backup copies of all information supplied to aurorosinc.com, including, but not limited to team web pages. Auroros is not responsible for any material posted on any pages on the Site.
You shall not submit or otherwise publish any content that: (a) libels, defames, invades privacy, or is obscene, pornographic, abusive, or threatening; (b) infringes any intellectual property or other right of any entity or person, including (but not limited to) violating anyone's copyrights or trademarks; (c) violates any law; (d) advocates illegal activity; or (e) advertises or otherwise solicits funds or is a solicitation for goods or services.
If a third party notifies Auroros of your intellectual property infringement including but not limited to violations of registered copyrights and trademarks, Auroros shall remove any such infringing material from the Site without notice to you.
7. DISCLAIMER OF WARRANTIES
You acknowledge that there are certain security, corruption, transmission error and access availability risks with using open networks such as the Internet and you expressly assume such risks. Auroros intends that the information contained in or on the Site be accurate and reliable; however, errors and inaccuracies sometimes occur. In addition, Auroros may make changes, modifications, additions, deletions and improvements to the information provided herein at any time. Accordingly, Auroros cannot and does not warrant:
(1) the safety, reliability, accuracy, timeliness, usefulness, adequacy, completeness or suitability of information on the Site,
(2) freedom from human and machine errors, omissions, delays, interruptions or losses, including loss of data.
(3) downloads from this Site are free from infection by viruses, worms, Trojan horses or other code that may harm your computer or system.
(4) uninterrupted or error-free or that defects will be corrected.
Users are responsible for implementing and maintaining adequate procedures and safeguards to ensure data is accurate and to make backup copies of all information supplied to aurorosinc.com.
THE SITE AND ANY APPLICATIONS, SERVICES, MATERIALS OR INFORMATION CONTAINED WITHIN THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AUROROS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM THE COURSE OF DEALING OR PERFORMANCE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND ANY SITE-RELATED SERVICES OR INFORMATION OR MATERIALS.
In addition, Auroros does not warrant that the functions on the Site will be uninterrupted or error-free, that defects in or on the Site will be corrected, or that the Site or the server that makes the Site available is free of viruses or other harmful components. Auroros does not warrant or make any representations regarding the Site or results of the use of the Site, specific services or applications provided through the Site, or any materials or information on the Site, in terms of their correctness, accuracy, reliability, legal compliance or otherwise. You (and not Auroros) assume the entire risk of any reliance on these materials. Under no circumstances will Auroros be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or information, or for any loss or damage of any kind incurred as a result of the use of any materials, information or results posted, emailed or otherwise received or transmitted via the Site.
8. Limitation Of Liability
Under no circumstances shall Auroros, its affiliates or its subsidiaries, or the respective officers, directors, agents, employees, sponsors, and other partners of each be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages, whether based in contract, tort or otherwise, arising out of or relating in any way to the Site, the services available on the Site, information contained within the Site, or reliance on any information, materials or results provided to or received through the Site, even if Auroros has been advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Site and/or Site-related services, applications, materials or information is to stop using the Site and/or those services, applications, materials or information.
Neither Auroros nor its content providers will be responsible or liable to any person or entity whatsoever, including (without limitation) persons who may use or rely on such data or materials, or to whom such data or materials may be furnished, for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided at the site.
You agree to indemnify Auroros and its officers, directors, employees, agents, distributors and affiliates from and against any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorney's fees, resulting from your breach of any of the foregoing agreements, representations and warranties.
10. Confidential Information
You shall comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site.
Use of the Site is restricted to Auroros and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. You agree to keep your login id confidential and to immediately notify Auroros if you learn that the security of your login id and/or password has been compromised and/or if you suspect that anyone other than yourself has accessed the Site with your login id and password.
You agree not to use any functions on the Site which you are not authorized to use.
13. Modification Or Termination Of The Site
You acknowledge and agree that Auroros may terminate your access to this website or any other website operated or owned by Auroros including but not limited to aurorosinc.com should you fail to comply with this Agreement. Any such termination shall be in Auroros' sole discretion and may occur with or without notice. Auroros further reserves the right to terminate any user's access to this website for any conduct that Auroros, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Auroros or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. Auroros further reserves the right to terminate any user's access to this website for any reason or for no reason at all, in Auroros' sole discretion, with or without notice.
13. Arbitration Agreement
Any claim or controversy arising out of or relating to the use of Auroros' services, to the information or services provided by Auroros, or to any acts or omissions for which you may contend Auroros is liable, including but not limited to any claim or controversy (" Dispute "), shall be finally, and exclusively, settled by arbitration in Raleigh, Wake County, North Carolina. The arbitration shall be held before one arbitrator and shall use the procedures and general guidelines of the commercial arbitration rules of the American Arbitration Association (" AAA ") in force at that time. The parties, upon mutual agreement, may opt out certain rules or procedures or develop their own rules and procedures separate, derived from, or differing from the AAA arbitration rules.
The arbitrator shall be selected pursuant to the guidelines and procedures prescribed by the AAA, unless otherwise mutually agreed upon by the parties. Should no AAA rule regarding the selection of an arbitrator be in effect and the parties can not agree to the selection of an arbitrator, the User shall select an arbitrator from a panel of arbitrators acceptable to Auroros. In any arbitration, the party initiating arbitration will pay the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party. To begin the arbitration process, a party must make a written demand therefore. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in North Carolina.
The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND AUROROS WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY.
14. Governing Law And Jurisdiction
16. Notices/Reports of Violations
Statements, notices and other communications to you may be made by mail, email, postings within your account or other reasonable means. Auroros may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Site.
Please report any violations or send any notices regarding potential violations or concerns regarding your or other user's use of the Site to Auroros as follows:
Attn: Legal Department
8480 Honeycutt Road, Suite 200
Raleigh, NC 27615
17. Acknowledgement of User
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY REVIEWED AND UNDERSTAND ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF USING THE SITE AS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.