Terms & Conditions - ArrowStream

Terms & Conditions

Terms and Conditions of Use.

Welcome to www.arrowstream.com (the “Site”), a web site provided on behalf of ArrowStream, Inc. (” ArrowStream”). The Terms and Conditions of Use (“Terms of Use”), as updated by ArrowStream from time to time, govern your use of the Site. You should carefully read the Terms of Use before using the Site. You can review the most current version of the Terms of Use at any time here. By using or accessing the Site, you acknowledge that you: have read and understood the Terms of Use; are at least eighteen (18) years old and have the legal authority to accept these Terms of Use, or have the consent of your parent or guardian; and agree to be legally bound by the Terms of Use. This is a legally binding agreement. If you do not agree with and accept the Terms of Use, you are not authorized to use the Site. You should review these Terms of Use periodically as they may be revised from time to time.

The Site is operated from the United States of America on behalf of ArrowStream and intended for use and apply to related activities that are subject only to the laws of the United States of America. If you choose to access the Site from locations outside the United States, such conduct is at your own risk and subject to the laws of the United States of America, and you are responsible for compliance with any local laws. You may not use or export anything (including information) from the Site in violation of U.S. export laws, regulations or these Terms of Use.

Access to Password-Protected Areas.
Access to certain portions of this Site (“Password-Protected Areas”) requires login and password information. If you desire to access the Password-Protected Areas, you must agree to certain additional terms and conditions applicable to such areas.

Privacy Policy.
The use of your identifying and non-identifying information will be governed by the Privacy Policy found here. Your use of this Site indicates that you have read and agree to the Privacy Policy, which is incorporated herein and subject to the Terms of Use.

Permitted Use.
You are responsible for respecting ArrowStream’s and third parties’ rights with respect to content that appears on the Site (“Content”) and you may not download, email or otherwise transmit such Content in violation of ArrowStream’s and third parties’ rights. You are authorized to view and download Content on the Site for your internal personal non-commercial use only, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not use or exploit any portion of the Site to provide any commercial services to third parties or to use it for your own commercial purposes. Modification or use of Content for any other purpose is a violation of the rights of ArrowStream, or third parties. You acknowledge that you do not acquire any ownership rights by virtue of downloading Content from the Site. For purposes of these Terms of Use, any use of the Content on any other website or networked computer environment for any purpose is prohibited. All rights not expressly granted hereunder are expressly reserved to ArrowStream.

Except to the extent expressly permitted under the U.S. Copyright Act of 1976, as amended, you agree that you will not, and will not cause or permit another individual to:
• Copy, use or download Content except to the extent permitted by the features of the Site;
• Reproduce and/or distribute Content except for your personal non-commercial use only provided that no changes or deletions are made to the Content, author attributions or proprietary notices in the Content;
• Decompile, reverse engineer, disassemble or otherwise reduce the Content to a machine or human readable form; or
• Reproduce the Content in any other medium or on any other server or location for further reproduction or redistribution.

If you breach any of these Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials. ArrowStream also reserves the right to suspend, de-activate, delete or otherwise disable your log-in credentials immediately and at any time if you breach or threaten to breach any of these Terms of Use.

Intellectual Property.
The Site and Content are owned by ArrowStream and third parties and are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries. Certain materials are used by permission of their respective owners. All rights, title and interest in and to the Site and Content, including all applicable copyrights, trade secrets, patents and other intellectual property rights worldwide, are and shall remain vested in ArrowStream and its third-party suppliers, as applicable. Except as expressly provided in these Terms of Use, the Content of the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written permission of ArrowStream. “ArrowStream, Inc.” and “ArrowStream “ are trademarks owned by ArrowStream. Other trademarks are used with the permission of their respective owners. You agree not to use or display trademarks without the prior written consent of ArrowStream or the owner of such mark.

Prohibited Behavior.

You must not use the Site to interfere with or disrupt the proper operation of the Site in any manner that may adversely affect ArrowStream or any third parties, including using the Site to do any of the following prohibited actions:
• Harm minors in any way;
• Engage in excessive use of the Site which impairs the fair use of others;
• Use the Site for any purpose or in any matter that violates any local, state or federal law or regulation or the law or regulation of any foreign government;
• Upload or otherwise transmit any information or material that infringes or violates any patent, trademark, copyright or other intellectual property right, privacy right or publicity right of any person or entity;
• Post or transmit any information that is illegal, threatening, libelous, defamatory, obscene, ethnically or racially offensive or discriminatory, profane, invades the privacy of another person or any other information or materials that constitute a crime, give rise to a civil action or otherwise violate any law or a confidentiality agreement that you have with a third party;
• Impersonate another person or entity, including without limitation a representative of ArrowStream, falsely represent or misrepresent your affiliation with another person or entity, forge headers, or otherwise manipulate identifiers that would disguise the origin of any content transmitted through the Site; or
• Upload or otherwise transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt or limit the functionality of any computer hardware, computer software or telecommunications equipment or facility.

Violations of system or network security may result in civil or criminal liability. ArrowStream reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.

You further agree:
• To notify the Site Help Desk promptly if you suspect unauthorized use of the Site;
• That you are responsible for the results obtained, and conclusions drawn, from your use of the Site;
• To comply with all applicable laws, regulations, or conventions in using the Site, including, but not limited to, those related to child pornography, gambling or gaming, obscenity, intellectual property rights, data privacy, import/export of data and taxes, or misleading or deceptive conduct; and
• That you are not a specifically designated individual or entity under any U.S. (or other) embargo or otherwise the subject, either directly or indirectly, of any order issued by any agency of the U.S. Government (or any other government) limiting, barring, revoking or denying, in whole or in part, your export privileges and that you will notify ArrowStream immediately in the event that you become subject to any such order.

Disclaimer of Warranties.
THE USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARROWSTREAM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ARROWSTREAM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACTIONS OF ANY OTHER USER OF THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. ARROWSTREAM MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE IS TO CEASE TO USE THE SITE. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
Exclusions and Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARROWSTREAM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS, OR OTHER LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY MATTER RELATED TO YOUR USE OF THE SITE. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS, IN THE EVENT THE TERMS OF THIS SECTION, OR ANY PART OF THIS SECTION, SHALL BE HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL ARROWSTREAM’S TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).

Indemnification.
You shall indemnify, defend and hold harmless ArrowStream and its sponsors, business affiliates, subsidiaries, affiliates, officers, directors, employees, attorneys and agents, from and against any and all damages, claims and actions, and all liabilities and settlements related thereto, including without limitation, reasonable legal and accounting fees, brought by you or any third party resulting from your use of the Site and Content in violation of these Terms of Use or the infringement by you of any intellectual property rights of any person or entity. ArrowStream shall provide notice to you promptly of such any such claim and shall reasonably cooperate with you, at your expense, in your defense of any such claim.
Links.
The Site may include links to other World Wide Web sites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement, sponsorship or affiliation by ArrowStream with respect to the provider of such linked site or the linked site. ARROWSTREAM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE: YOUR USE OF ANY LINKED SITE IS SOLELY AT YOUR OWN RISK.

Termination.
You acknowledge and agree that ArrowStream may terminate your log-in credentials and/or other access privileges and remove and discard any Content without notice to you for any reason, including without limitation, if: (i) you do not use the Site for what ArrowStream, in its sole discretion, deems to be an extended period of time; (ii) ArrowStream believes that you have violated any of these Terms of Use; or (iii) you have otherwise acted in any manner that ArrowStream, in its sole discretion, deems objectionable. You agree that any termination of your access to the Site shall not result in any liability or other obligation of ArrowStream to you or any third party in connection with such termination.
Governing Law, Venue and Arbitration.
This Site and these Terms of Use (including without limitation the validity, construction and performance of duties related to the Terms of Use) are governed by and construed in accordance with the laws of the United States of America and the laws of the State of Illinois without giving effect to any principles of conflicts of laws. We make no representation that materials or services included within the Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. Venue with respect to any dispute (that is not subject to arbitration as provided below) between you and ArrowStream will rest exclusively in the state or federal courts located in Chicago, Illinois, unless such venue would deprive you of any remedy, at law or in equity, which would otherwise be available in your state of residence.

You shall first contact us at [help@arrowstream.com] regarding any claim or controversy arising out of or relating to these Terms of Use, or any breach thereof, or the use of the Site or the Content, except such claims or controversies for which injunctive relief is available, that cannot be resolved by mediation within 30 days shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The AAA Rules are available online at adr.org or by calling 1-800-778-7879. You agree that, by accepting these Terms of Use, you and ArrowStream are each waiving the right to a trial by jury or to participate in a class action. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision.

Unless you and ArrowStream agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. If the claim or controversy is for $10,000 or less, ArrowStream agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator(s), through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the claim or controversy exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which the
Changes.
ArrowStream may change the Site and/or Terms of Use from time-to-time. If a change to these Terms of Use is made, ArrowStream will post the revised Terms of Use on the Site. ArrowStream reserves the right to add to or change the Site or cease offering the Site at any time and without liability. ArrowStream reserves the right to refuse to offer access to the Site and/or Content to anyone at anytime without notice.
Miscellaneous.
The Terms of Use constitute the entire agreement between you and ArrowStream relating to the Site. There is no agency, partnership or joint venture relationship between any user and ArrowStream arising solely through the use of the Site. The Terms of Use are binding upon your successors, assigns, heirs and executors. If any provision of the Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect. The failure of ArrowStream to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or condition. Any claim or cause of action (not subject to arbitration above) arising out of or related to the Site or the Terms of Use must be filed within one year after such claim or cause of action arose. The section titles of the Terms of Use are merely for convenience and will not have any effect on the substantive meaning of this Agreement.

Contact Information.
You may contact ArrowStream at info@arrowstream.com.