THIS IS A LEGAL AGREEMENT. BY ACCESSING THIS WEB SITE OR USING ANY SERVICE PROVIDED HEREIN, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
1. Parties. The parties to this Agreement are you, a visitor to this web site (“You”), and the owner and operator of this web site: BRODIEWARE LIMITED, D/B/A NEWHAVEN SOFTWARE, a Washington corporation (“NHS”). All references to “us”, “this web site” or “this site” shall be construed to mean NHS. If the user is not an individual, then “You” means Your company, its officers, members, agents, successors and assigns.
4. Prohibited Conduct. You agree (i) not to use this site to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; (ii) not to interfere or disrupt this site or any networks connected to this site; (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of this site or any transactions being offered at this site; (iv) not to take any action that imposes an unreasonable or disproportionately large load on NHS’s infrastructure; (v) not to use this site to collect or harvest personal information, including, without limitation, financial information, about other participants at this site; and (vi) not to impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity. You agree not to use the services, products, or downloads available at this site for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to this site.
5. Compliance with Laws. You shall comply with all applicable laws and regulations of the United States and foreign authorities (including, but not limited to United States trade restriction laws, export laws or license requirements and laws regarding the sale or transport of hazardous materials, and laws regarding the transmission of technical data, including without limitation encryption, exported from the United States through the services available at this site) relating to any service, product, or download associated with this site.
6. Separate License Agreement(s). You may acquire software and/or content from NHS by download from this site, or otherwise directly from NHS. You agree that your use of such software and/or content shall be strictly in accordance with the applicable license agreement(s).
8. Registration By Children Under The Age of 13 Is Not Permitted. REGISTRATION IS NOT AVAILABLE TO CHILDREN UNDER THE AGE OF 13. IF A USER UNDER THE AGE OF 13 ATTEMPTS TO REGISTER WITH NEWHAVENSOFTWARE.COM, WE SHALL NOTIFY THE USER THAT HE OR SHE IS NOT ELIGIBLE, AND WE SHALL NOT COLLECT OR USE ANY PERSONAL INFORMATION FROM SUCH CHILD.
9. Posting of Digital Files And/Or Communications. If this web site should at any time provide any service which enables visitors post digital files and/or to communicate with or otherwise share information with other visitors or persons providing any kind or service to visitors, You agree not to submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material while connected to or otherwise directly or indirectly using this web site or other services provided to You by the web site. Transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited and shall constitute a material breach of this Agreement entitling this web site to immediately terminate all rights to access to this web site. You are solely responsible for all information which You submit, publish, display, disseminate or otherwise communicate through this web site even if a claim should arise after termination of service. If this web site provides any such service described herein, You agree that all messages and other communications by You shall be deemed to be readily accessible to all other visitors/subscribers who are authorized to access this web site and You agree that all such messages and other communications shall not be deemed to be private or secure. Regardless of whether this web site provides any type of service described herein, You agree that You have hereby been informed and noticed that any and all messages and other communications which You submit to this web site directly or through this web site can be read by the operators and/or other agents of this web site, whether or not they are the intended recipient(s). You agree to be personally liable and fully defend and indemnify this web site for any and all damages directly, indirectly and/or consequentially resulting from your attempted or actual sharing of information or communicating with others through this web site alone, or with or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from sharing of information or communicating with others through this web site including, but not limited to, damages resulting from loss of revenue, loss of property, fines, attorney’s fees and costs, including, without limitation, damages resulting from prosecution and/or governmentally imposed seizure(s), forfeiture(s), and/or injunction(s).
10. Copyrights. The copyright in all material provided on this site is owned by NHS or by NHS’s licensor(s). You acknowledge and agree that this site contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to You through this site, including text, graphics, logos, icons, images and software, and the arrangement and compilation of such content, are the property of NHS or its content suppliers and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. NHS does not grant any license or authorization to any user of its copyrightable material or other intellectual property, by placing them on this site. Furthermore, except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of NHS or the copyright owner. However, You may print a copy of the information on this site for Your personal, non-commercial internal use or records. In so doing, You may not modify the materials and You agree to retain all copyright and other proprietary notices contained in the materials. This permission does not give You any ownership rights in the information and terminates automatically if You breach any of these terms or conditions. If You make any other use of this site, except as otherwise provided herein, You may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to penalties.
11. Copyright Infringement; The Digital Millennium Copyright Act. NHS maintains specific contact information including an e-mail address for notifications of claimed infringement concerning materials. All correspondence should be addressed to NHS’s agent for notice of claimed infringement under The Digital Millennium Copyright Act, U.S.C.A. Section 512, at the following address:
Notification of Claimed Infringement
BrodieWare Limited, d/b/a NewHaven Software
P.O. Box 3456
Redmond, WA, 98073-3456
Contact: Tom Danner – sales at newhavensoftware.com
You may contact NHS with complaints regarding allegedly infringing posted material and NHS will investigate those complaints. If the posted material is believed in good faith by NHS to violate any applicable law, NHS will remove or disable access to any such material and NHS will notify the posting party that the material has been blocked or removed.
12. Trademarks. The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this site are registered and unregistered Trademarks of NHS and others. Nothing on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the site, without the written permission of the Trademark owner. NHS aggressively enforces its intellectual property rights to the fullest extent of the law. The Trademark(s) COMMERCE MANAGEMENT SYSTEM, THE MAIL ORDER WIZARD may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this site, without prior, written permission. NHS prohibits use of any of the forgoing names or marks as a metatag or as a “hot” link to any NHS site unless establishment of such a link is approved in advance by NHS in writing. If You have any questions regarding any trademarks on the site, please contact NHS.
13. Links. This site may provide links to other Internet sites. NHS is not responsible for the availability of such other sites and does not endorse and is not responsible or liable for any content, products or other materials available on such other sites. Links to external web sites do not constitute an endorsement by NHS of those sites or the sponsors of such sites or the content, products, advertising or other materials presented on such sites. Further, NHS reserves the right to terminate any link or linking program at any time. NHS does not author, edit, or monitor these unofficial pages or links. You further acknowledge and agree that NHS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, goods or services available on or through any such site. If You decide to access any of the third party sites linked to this site, You do this entirely at Your own risk.
14. Participation In Promotions Of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products or services on this site (“Advertisers”). You acknowledge and agree that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and Advertiser. NewHavenSoftware.com shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence or participation or transactions.
15. Monitoring. You acknowledge that NHS or its designees reserves the right to, and may from time to time, monitor any and all activity or information transmitted or received through this site. NHS, in its sole discretion and without further notice to You, may (but is not obligated to) review, censor or prohibit any activity or the transmission or receipt of any Information which NHS deems inappropriate (such as that specified in above) or that violates any term or condition of this agreement. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Use of this site, authorized or unauthorized, constitutes consent to such monitoring. Unauthorized uses and unauthorized users of this site will be prosecuted to the full extent of the law.
16. NO WARRANTIES. THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, AND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A LICENSE AGREEMENT FOR SOFTWARE OR CONTENT, ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN “AS IS” BASIS FROM NHS AND ITS INFORMATION PROVIDERS, NHS AND ITS AFFILIATES AND CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES AVAILABLE ON THIS SITE, THE OPERATION OF THE SOFTWARE AVAILABLE ON THIS SITE, THE TRANSACTIONS PERFORMED ON THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH OF NHS AND NHS’S AFFILIATES AND CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT. WITHOUT LIMITING THE FOREGOING, NONE OF NHS NOR NHS’S AFFILIATES OR CONTENT PROVIDERS MAKES ANY WARRANTY THAT (i) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, (ii) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE CONTENT OR INFORMATION AVAILABLE ON THIS SITE IS COMPLETE, ACCURATE OR AVAILABLE, OR (v) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NHS OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
17. LIMITED LIABILITY. NHS AND ALL OF NHS’s AFFILIATES AND CONTENT PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE GOODS OR SERVICES PROVIDED ON THIS SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER AGREE IF YOU BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE LIMITED TO THE AMOUNT OF FEES OR PAYMENTS MADE TO NHS, IF ANY, FOR THE SERVICE, SOFTWARE OR CONTENT AT ISSUE.
18. Indemnity. You shall indemnify, defend, and hold harmless NHS and its content providers and their respective shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur arising from (i) Your use of the software available at or downloaded from this site, (ii) Your failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (iii) Your use of the content available on this site in any way contrary to this agreement (d) Your breach of any of Your representations, warranties or obligations set forth in this agreement, (iv) the sale, purchase, transportation, delivery, use or disposal of any NHS service, product, or download associated with this site or available through other sites, or any loss suffered by or harm to any person or property in any way relating to of caused in whole or in part by Your use of this site or any service, product, or download associated with this site (including, without limitation, any personal injuries or death of any third person caused in whole or in part by such products or services, the use, transportation, delivery, storage, handling or release thereof), and (v) any taxes attributable to the relating to any service, product, or download associated with this site.
19. Beneficiaries of this Agreement; No Other Agreements. The rights and limitations in this agreement are for the benefit of NHS and each of NHS’s content providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.
20. Termination. You agree that NHS may, at its sole discretion, deny You access to the site and disable any user name and password associated with You for any reason, including, without limitation, if NHS believes that You have violated or acted inconsistently with the letter or spirit of this agreement. NHS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under this site (or any part thereof) with or without notice. You agree that NHS shall not be liable to You or to any third party for any modification, suspension or discontinuance of the services offered under this site.
21. Consumer Rights. NHS maintains specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies. All correspondence should be addressed to NHS’s agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry
BrodieWare Limited, d/b/a NewHaven Software
P.O. Box 3456
Redmond, WA, 98073-3456
Contact: Tom Danner – sales at newhavensoftware.com
You may contact NHS with complaints and inquiries regarding pricing and NHS will investigate those matters and respond to the inquiries.
22. Controlling Law. This Agreement shall be construed under the laws of the State of Washington, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
23. Jurisdiction And Venue. You and NHS agree to submit to the exclusive personal jurisdiction of the courts of King County in the State of Washington, USA in all legal proceedings arising under this Agreement.
BY ACCESSING THIS WEB SITE OR USING ANY SERVICE PROVIDED HEREIN YOU AFFIRM THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, PLEASE EXIT THIS SITE.
Last Update: April 24, 2008.