1. Grant of Rights
Sandwire grants you a non-exclusive, non-transferable 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 Sandwire trademark, service mark or logo for any purpose whatsoever.
2. Personal Information
3. Proprietary Materials
(a) The Web Site contains copyrighted material, trademarks, and other proprietary information of Sandwire and others (collectively “Proprietary Material”), including, but not limited to, text, software, photos, video, graphics, image, 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: Copyright 2006, Sandwire. 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 Sandwire. 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 Sandwire. 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.
(c) The example companies, organizations, products, people, and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
(d) Sandwire SM and other Sandwire marks and logos are service marks and trademarks of Sandwire. Other trademarks, service marks, and logos used in the Web Site are the trademarks, service marks, or logos of their respective owners. Third party content and software required by or made available by or through this site is the property of its respective owner and use is subject to the license or terms provided by such owner. Hypertext links are provided only for your convenience and do not and should not be viewed as suggesting any association with or endorsement of or by such linked sites.
(a) You agree to indemnify, defend, and hold harmless Sandwire and its directors, employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs (including attorneys’ fees and costs) incurred by Sandwire and/or the Affiliates 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. Sandwire 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 Sandwire.
5. 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, SOFTWARE, 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, SOFTWARE, OR MATERIAL PROVIDED BY OR THROUGH THE WEB SITE RESTS WITH THE USER.
(b) Sandwire 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) Sandwire 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) Sandwire 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.
6. Limitations on Liability and Remedies
(a) SANDWIRE IS AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE WEB SITE. 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, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
(b) In no event shall Sandwire be liable for any indirect, special, incidental, punitive, or consequential damages, including lost profits, arising out of the use or performance of the Web Site, even if Sandwire has been advised of the possibility of such damages.
Sandwire may terminate the right of any user to access the Web Site at any time, with or without cause, in Sandwire’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 Sandwire’s absolute right to terminate any user’s access to the Web Site under this paragraph.
8. Modifications of Agreement or Service
(a) Sandwire 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 Sandwire in providing the Web Site, is to cease use of the Web Site.
(b) Sandwire 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.
(a) Failure by Sandwire to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right.
(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 York, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms or your use of the Web Site shall be submitted to and resolved by binding arbitration, pursuant to the Rules and Regulations, and under the auspices, of the American Arbitration Association. Any arbitration proceeding shall take place in the County of Nassau, New York. No demand for arbitration or action of any kind or nature arising out of these Terms, or out of any use of the Web Site shall be brought by either Sandwire or you more than one year after the date on which the cause of action first arises. Judgment upon the award rendered by the arbitrator may be entered in, and enforced by, and you agree to submit to the exclusive jurisdiction of, the state and federal courts sitting in the County of Nassau, New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. In any arbitration proceeding or action to enforce the arbitrator’s award, the prevailing party will be entitled to costs and attorneys’ fees.
(c) These Terms constitute the entire agreement between you and Sandwire with respect to the Web Site and supersedes all prior agreements or understandings between you and Sandwire with respect thereto.