This document, entitled User Agreement and Conditions for the Use of this Web Site (this “Agreement”) sets forth the terms and conditions that apply to your use of this Web Site (this “Site”), any content and material from this Site as well as any other product or service offered by CES Power LLC (“CES”) for use or sale. If you do not agree with any provision of this Agreement do not use this Site. Your use of this Site constitutes your full and complete acceptance of the terms and conditions of this Agreement.
In addition, when using particular services available on the Site, you shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by this reference into this Agreement. CES reserves the right, in its sole discretion, to modify, alter or otherwise change this Agreement at any time, and you agree to be bound by such modifications, alterations and/or additions. The Agreement may be updated by CES from time to time without notice to you. Accordingly, CES recommends that you periodically visit this page to review the current Agreement.
This Site is a brief introduction to CES. It is not intended to be a comprehensive source of information. It contains highly condensed summaries and general statements based on data that can and does change often. Therefore, CES MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND CONCERNING THIS SITE OR ANY OF THE INFORMATION OR OTHER MATERIALS CONTAINED ON THIS SITE.
Use of Site
CES grants you a limited, non-transferable license to use this Site in accordance with the terms and conditions of this Agreement. This Site and the content provided in this Site, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of CES except that you may download, display and print the materials presented on this Site for your personal, non-commercial use only. You may not use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this Site, in any case without the prior written permission of CES.
You agree that you will not transmit or otherwise transfer any Web pages, data or content found on this Site to any other computer, server, Web Site, or other medium for mass distribution or for use in any commercial enterprise. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this Site. You agree that you will not take any action that imposes a burden or load on our infrastructure that CES deems in its sole discretion to be unreasonable or disproportionate to the benefits CES obtains from your use of the Site.
Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web Site or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site.
Any information or materials sent to this Site will become the property of CES and will be treated as NOT CONFIDENTIAL. CES may use such information for any purpose whatsoever.
Age and Responsibility
You represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site. You understand that you are financially responsible for all uses of this Site by you and those using your login information.
Copyrights & Trademarks
All Materials included on this Site including without limitation text, graphics, logos, button icons, images, audio clips, video clips and software are copyrighted materials, trademarks and/or other proprietary information, are owned or controlled by CES or its content providers that have licensed and/or agreed to allow CES to use the Materials (“Materials”). In addition, all the Materials of the Site are copyrighted as a collective work under the United States copyright laws and/or similar laws of other jurisdictions, and CES owns a copyright in the selection, coordination, arrangement and enhancement of such Materials. Further, unless provided otherwise, you agree that the reproduction, modification, distribution, transmission, republication, display, performance or storage of Materials is strictly prohibited without the express written permission of CES and any other respective copyright or trademark owner (from whom you are solely responsible for obtaining permission). Violations may result in severe civil and criminal penalties.
The trademarks and service marks displayed on this Site are registered or unregistered trademarks and service marks of CES. Use of any trademark or service mark displayed at CES without the express written consent of CES or the registered owner of the trademark or service mark is strictly prohibited.
Privacy
CES does not disclose nonpublic personal information about current and former customers to affiliates or non-affiliated third parties except as permitted by law. CES does collect and maintain statistics, including IP addresses, about visitors to the Site in order to track the total number of visitors to the Site and to specific parts of the Site. CES may also use IP addresses to more clearly determine how visitors travel to, through and among CES Site to help improve various components of the Site, including flow and content. Such statistics will not be shared with third parties.
Accuracy of Information
While CES uses its best efforts to include accurate and up to date information on CES, CES makes no warranties or representations as to its accuracy. CES assumes no liability or responsibility for any errors or omissions in the content of the Site. CES also assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any visitor communication or personalization settings.
Market Information
We may make available to you through one or more CES services a broad range of financial information that we obtain from third party content providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as “Market Information.” CES does not endorse or approve the Market Information, and we make it available to you only as a service and convenience. CES and our third-party providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing content of the Market Information, or (2) warrant any results from your use or reliance on the Market Information. Market Information may be unreliable when posted or may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither CES nor the third-party providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither CES nor the third-party providers will be liable in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by CES to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use the Market Information provided by CES for any purpose related to your business.
No Investment Advice or Recommendations
Any services or Materials (including Market Information) provided by CES through this Site are for informational, educational, and entertainment purposes only. Although the Market Information may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information or other content available through this Site as legal, tax, investment, financial or other advice. Nothing contained in any Materials on this Site constitutes a solicitation, recommendation, endorsement, or offer by CES or a third-party provider to buy or sell any securities or other financial instruments. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any services or Material provided by CES through this Site.
Review of Transmissions
CES may, from time to time monitor and review any information transmitted or received through this Site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that CES deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your use of this Site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this Site, you grant CES and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology.
Exclusion of Warranties
CES AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY MATERIALS PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” BASIS. CES AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE AND SUCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER CES NOR ANY OF ITS AFFILIATES WARRANT THAT THIS SITE, ITS SERVERS OR ANY E-MAIL SENT FROM CES OR ITS AFFILIATES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.
Limitation of Liability
CES ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL CES OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR RESERVATIONS OR TICKETING), OR (III) THE PERFORMANCE OR NON PERFORMANCE BY CES OR ITS AFFILIATES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
If, notwithstanding the foregoing, CES or any of its affiliates should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this Site or its content, the liability of CES and its affiliates shall in no event exceed, in the aggregate, the greater of (a) the subscription fee and service charge for accessing this Site, or (b) US$100.00. In its sole discretion, in addition to any other rights or remedies available to CES and without any liability whatsoever, CES at any time and without notice may terminate or restrict your access to any component of this Site. Some states do not allow limitation of liability, so the foregoing limitation may not apply to you.
Indemnification
You shall defend and indemnify CES and its affiliates and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this Site.
Links
This Site contains links to other Web sites which are provided solely as a convenience to you and not as an endorsement by CES or its affiliates of the contents of such other Web sites. None of CES or its affiliates shall be responsible for the content of any other Web sites and make no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web Sites, you do so at your own risk. Links to this Site may be provided from other sites with or without CES’s knowledge. CES is not responsible for the content or privacy practices of any site that is linked to or from this site.
Governing Law
This Site is maintained and controlled by CES from its offices in Memphis, Tennessee. CES endeavors to operate the Site in conformance with the laws of the United States of America. CES does not represent that information in the Site is appropriate or available for use in any specific location. Access to it from locations where its contents are illegal is prohibited.
This Agreement and its performance and any claim relating to the Site shall be governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in the District of Delaware of the State of Delaware, United States of America, in all questions and controversies arising out of your use of this Site and this Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this Site must be brought within two (2) years from the date on which such claim or action arose or accrued.
Attorney’s Fees
If CES or its affiliates take any action to enforce this Agreement and these terms and conditions, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney’s fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.
Injunctive Relief
You acknowledge that a violation or attempted violation of any of this Agreement and these terms and conditions will cause such damage to CES as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that CES shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by CES in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.
Termination
CES may terminate this Agreement and these terms and conditions and/or the provision of any of the services at any time for any reason, including any improper use of this Site or your failure to comply with these terms and conditions. Such termination shall not effect any right to relief to which CES and its third party providers and distributors may be entitled, at law or in equity. Upon termination of this Agreement and these terms and conditions, all rights granted to you will terminate and revert to CES.
Assignment
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
Severability
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Headings
The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
Entire Agreement
This Agreement, together with any terms and conditions incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
Contact us via telephone at 901.794.4756 or info@cespower.com
