TERMS OF USE

Accounts

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to the Website in whole or in part.

To access the Website or some resources, you may be asked to provide certain registration details or other information. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to immediately notify us of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You agree that you are solely responsible to us for all activities within your account and we have the absolute right to disable any user name or password, at any time, for any reason, if we believe that you have failed to comply with any provision of these Terms of Use.

User Content

The Website may contain message boards, chat rooms, profiles, and other features that allow users to post, submit, publish, display, or transmit to other persons content or materials (collectively, “User Content”) on or through the Website. Unless otherwise expressly provided, any User Content is considered non‑confidential and non‑proprietary, and you hereby grant to us a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Content that you post for any purpose. We are under no obligation to post or use any User Content, and reserve the right to edit or remove User Content in our sole discretion. Notwithstanding anything to the contrary in any agreements between you and us, you are wholly liable for the User Content that you submit and all use thereof, and we shall have no liability for such User Content. You represent and warrant that you own, or have a right of use from a third party, the User Content that you submit for the purpose for which you submit it.

Linking

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage, or take advantage of, our reputation, but you must not establish a link so as to suggest any form of association, approval or endorsement on our part where none exists. You are prohibited from linking to any other page of the Website without our express written consent. We reserve the right to withdraw linking permission without notice. You must not establish a link from any website that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The Website is entirely owned by the Company, our licensors or other providers of material available on the Website and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate business purposes related to your role as a current or prospective customer, partner or supplier of the Company. You shall not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without our express prior written consent or except as expressly provided in these Terms of Use.  No rights are granted to you with respect to any content, including User Content other than the limited, personal, non‑exclusive license to reproduce content as necessary to display the content on a machine that you use to interact with the Website.

Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Website includes marks and trademarks that belong to us, both registered and unregistered. Other words, symbols, and company product names may be trademarks for the respective companies with which they are associated. The display of such third party trademarks on the Website should not be taken to imply any relationship or license between the Company and the owner of the trademark or imply that the Company indorses products or services of the respective companies.

You agree not to use or access the Company’s Website in any manner:

• That violates any applicable law or regulation, or promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.
• That violates the rights of any person or entity or that may give rise to civil or criminal liability under laws or regulations applicable to you, another user, and/or the Company, including violation of privacy or publicity rights, infringement of any intellectual property right, or conflicts with these Terms of Use or the Privacy Statement.
• To monitor or attempt to gain unauthorized access to: (i) an account or computer that does not belong to you; (ii) any data, information or communications on any network or system not owned by you, without authorization; (iii) any system or network user accounts or passwords of other users, without authorization; or (iv) e‑mail addresses or other identifiers without the consent of the person identified (including, without limitation, phishing, password robbery, spidering and harvesting or similar).
• To monitor or copy materials on the Website for any unauthorized purpose or access the Website via any automatic device, process or means of access such as a robot or spider.
• That is deceptive, misleading or fraudulent, including but not limited to: (i) any attempt to impersonate any person or entity, including any other user, or the Company or its employees; (ii) any attempt to misrepresent your identity or affiliation with any person or organization; and (iii) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address.
• To use, transmit or introduce: (i) offensive materials; (ii) information protected under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or subject to the Health Information Technology for Economic and Clinical Health (HITECH) Act; or (ii) non‑public sensitive or personally identifiable information including but not limited to driver’s license numbers, passport numbers, social security numbers, tax identification numbers, voter registration numbers or similar identifying numbers, health information, or financial information including bank, checking, credit card, debit card, or other account numbers except as necessary and in connection with a transaction.
• That may have a detrimental effect on the functioning of the Website or security, including but not limited to: (i) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, equipment, data or information; (ii) attempting to intercept, redirect or otherwise interfere with communications intended for others; (iii) disabling, damaging, overburdening or impairing the Website or any server, computer or database connected to or accessed by the Website; (iv) modifying, blocking or otherwise interfering with the display of the Website; (v) interfering with another user’s ability to access, use and enjoy the Website; (vi) accessing another user’s registration information or user account without that user’s express written permission; (vii) transmitting or introducing any malicious or technologically harmful element to the Website such as a spyware program, virus, Trojan horse, worm or logic bomb; (viii) performing, without Company’s express prior written authorization, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Website; and (ix) engaging in any activities that results in any denial of service attack.
• For the purposes of recruiting, advertising, solicitation or commercial activities of any kind without the express written consent of Company.

We may:

• Remove or refuse to post any User Content and/or terminate your access to all or part of the Website for any or no reason in our sole discretion, including without limitation for violating these Terms of Use.
• Disclose information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

We cannot undertake and do not review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

The Company shall have a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, any feedback, comments, suggestions, communications, and requests for improvements or enhancements relating to the Website or our products and services.

Disclaimer of Warranties

AS BETWEEN THE COMPANY AND YOU, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You understand that information sent or received over the internet is generally insecure and the Company cannot and does not promise or warrant that any aspect of the Website is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. FURTHER, YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AGAINST ANY CLAIM, LOSS, DAMAGE, SETTLEMENT, COST, EXPENSE OR OTHER LIABILITY (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) ARISING FROM OR RELATED TO ANY USER CONTENT YOU SUBMIT.

Geographic Restrictions

The Company and owner of the Website is based in the United States. The Website can be accessed from countries around the world.  Access to the Website may not be legal by certain persons or in certain jurisdictions. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with all laws applicable to you, including local laws. Access to the Website from jurisdictions where the Website or any of its services or products are illegal is prohibited.

You may not download, access, use or export materials posted to the Website in violation of U.S. export laws or regulations or in violation of any other applicable export or import laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority. Without limiting the foregoing, you represent and warrant that you are not located in, and shall not use the Website from, any country that is subject to U.S. export restrictions.

Governing Law and Jurisdiction

By accessing or using the Website, you agree that all matters relating to your access to, or use of the Website and these Terms and Conditions, including any dispute or claim arising out of, or related to, them, their subject mater or their formation (in each case, including non-contractual disputes or claims) shall be governed and construed in accordance with the internal laws of the State of New York in the U.S. without giving effect to any choice or conflict of laws provision or rule. The sole and exclusive jurisdiction and venue for actions arising under these Terms of Use shall be the state and federal courts in Franklin County, Ohio.

The Terms of Use and our Privacy Statement constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.  For the avoidance of doubt, these Terms of Use do not supersede or replace other agreements pursuant to which you have been granted the right to use or access a Company products, except to the extent that these Terms of Use provide Website content.