732-02-1
Revised: 02-04-03
The Emerson Process Management Power & Water Solutions, Inc., (PWS) Ovation Users' Group (Users Group) Web site (the "Web Site") is an on-line information and communication service supported by PWS for the registered WDPF and Ovation product users (Users). The Executive Board of the Ovation Users' Group (the Executive Board) participates in the development and administration of the Web Site. Use of the Web Site is subject to your compliance with the terms and conditions set forth below. PWS and the Executive Board developed and administer the Web Site solely for informational purposes. The Web Site contents are provided "as-is". PWS and the Executive Board disclaim any liability or warranty for any services or products available through the Web Site. The terms and conditions set forth below do not change any agreements with PWS.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE SUBSCRIBING TO THE SERVICE. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE WEB SITE. PWS MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
1. Use of the Web Site
You understand that, except for information, products or services clearly identified as being supplied by PWS, PWS does not operate, control, or endorse any information, products, or services on the Web Site in any way. Except for PWS-identified products or services, all information, products, or services available through the Web Site are offered by third parties, not affiliated with PWS. You also agree that PWS cannot and does not guarantee or warrant files available for downloading through the Web Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or other destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Web Site for the reconstruction of any lost data.
2. Warranty and User Responsibility
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEB SITE. PWS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE WEB SITE OR ANY INFORMATION, PRODUCT OR SERVICE PROVIDED THROUGH THE WEB SITE. PWS SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE WEB SITE. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, PRODUCTS AND OTHER INFORMATION PROVIDED THROUGH THE WEB SITE. PWS DOES NOT WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE WEB SITE WILL BE CORRECTED. THE WEB SITE AND THE INFORMATION, SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS-IS, AS AVAILABLE" BASIS.
YOU UNDERSTAND FURTHER THAT THE WEB SITE CONTAINS UNEDITED MATERIALS. YOU ACCESS SUCH MATERIALS AT YOUR OWN RISK. PWS HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
3. Damages and Risk of Loss
In no event will PWS be liable for: (I) Any incidental, consequential, or indirect damages (including but not limited to, damages for loss of profits, business interruption, and the like) arising out of the use of or inability to use the Web Site, or any information, or transactions provided on or carried out over the Web Site or downloaded from the Web Site, even if PWS or its authorized representatives have been advised of the possibility of such damages; or (II) Any claim attributable to errors, omissions, or other inaccuracies in the Web Site and/or materials or information downloaded through the Web Site. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, PWS's liability is limited to the greatest extent permitted by law.
4. COPYRIGHTS AND IDEA SUBMISSIONS
The entire contents of the Web Site are copyrighted under the United States copyright laws. The owner of the copyright is PWS or another third-party information provider, where appropriate. You may print and/or download portions of materials from different areas of the Web Site solely for your own non-commercial use. Access to the Executive Board area of the Web Site requires an additional password authorized by the Users Group Executive Board. Any other copying, redistribution, retransmission or publication of any downloaded material, is strictly prohibited without the express written consent of PWS or any third party information provider to the Web Site.
You agree not to change or delete any proprietary notices from materials downloaded from the Web Site. You grant PWS the right to use your name in connection with the materials you submit to public areas of the Web Site (such as bulletin boards, discussion groups, and forums) and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against PWS for any alleged infringement or misappropriation of any proprietary right in your communication to us.
5. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless PWS, its shareholders, officers, directors, agents, licensors, suppliers, and any third party information providers (including the Executive Board) to the Web Site from and against all costs, including but not limited to expenses, damages, and attorneys fees resulting from any violation of these Terms and Conditions or any activity related to your user ID and password including negligent or wrongful conduct by you or any other person accessing the Web Site via your user ID and password.
6. THIRD PARTY RIGHTS
The provisions of Articles 1 (Use of Web Site), and 5 (Indemnification) are for the benefit of PWS, its shareholders, officers, directors, agents, licensors, suppliers, and any third party information providers (including the Executive Board) to the Web Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly to you on its own behalf.
7. TERMINATION
This Agreement may be terminated by either party without notice at any time for any reason. The provisions of Articles 1 (Use of Web Site), 3 (Damage and Risk of Loss), 4 (Copyrights and Idea Submission), 5 (Indemnification), 6 (Third Party Rights) and 9 (Miscellaneous) shall survive any termination of this Agreement.
8. EXPORT RESTRICTIONS
Information obtained from the PWS Web Site, including software supplied by PWS and/or Web Site users, is subject to the export regulations of the United States and other countries with jurisdiction over the information. By obtaining such information you agree to not disclose, ship, transmit, or otherwise transfer such information to destinations which are unauthorized by the export regulations of the United States or other countries with jurisdiction over the information.
9. MISCELLANEOUS
This Agreement shall be governed and interpreted in accordance with the laws of the commonwealth of Pennsylvania, USA, applicable to agreements made and to be performed in Pennsylvania, excluding both its rules or laws regarding choice or conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods. You agree that any legal proceeding between PWS and you for any purpose concerning this Agreement or the parties' obligations thereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Pennsylvania. Any legal action must be commenced within one year after the claim or cause of the proceeding arises or such claim or proceeding is barred. PWS's failure to insist on strict performance of any article within this Agreement shall not be construed as a waiver of any article or right. Neither the course of conduct between the parties nor trade practice shall act to modify any article of this Agreement. PWS may assign its rights and duties under this Agreement to any party at any time without notice to you.
10. OPERATING GUIDELINES
The Ovation Users' Group Web Site is an on-line communications vehicle. Certain areas of the Web Site (i.e., discussion groups) are not edited, censored or otherwise controlled by PWS or the Users Group Executive Board. Neither PWS or the Executive Board can screen content provided by users of the Web Site. Notwithstanding the previous, PWS reserves the right to monitor content on the Web Site and to remove content which PWS or the Executive Board determines to be harmful, offensive, or otherwise in violation of the following Operating Guidelines. In order to maintain an informative and valuable Web Site that meets the needs of the users of the Web Site, and avoids the harm that can result from disseminating statements that are false, malicious, violate the rights of others, or are otherwise harmful, it is necessary to establish the following guidelines to protect against abuse:
a) You may not post or transmit any message anonymously or under a false name.
b) You may not post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image, or program which is indecent, obscene or pornographic.
c) You may not post or transmit any message, data, image, or program that would violate the property rights of others, including unauthorized copyrighted text, images, or programs, trade secrets or other confidential or proprietary information, and trade marks, or service marks used in an infringing fashion.
d) You may not interfere with other uses of the Web Site.
e) You may not knowingly post or transmit any file which contains viruses, worms, Trojan horses, or any other willfully contaminating or destructive features.
f) You may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of PWS or the Executive Board to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, PWS and/or the Executive Board reserves the right to take such action as it deems appropriate in cases where the Web Site is used to disseminate statements which in its opinion are deeply and widely offensive and/or harmful.
g) You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitations of other users of the Web Site for information, products or services except in those areas (i.e., classified discussion group areas) that are designated solely for that purpose.
h) You may not post or list articles which are off-topic according to the purpose of the group as defined in Article II, 'Purpose' of the Ovation Users' Group Bylaws, or send unsolicited mass emailing to more that twenty-five email users, if such unsolicited emailing provoke complaints from the recipients.
i) You may not use the facilities and capabilities of the Web Site to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others.