Effective: 2018 February 24
These Terms of Use apply to the texponential.com website operated by Texponential, Inc. (“Texponential,” “we,” “our” or “us”) and any other website that links to these Terms of Use (collectively, the “Site”). Please read these terms carefully. They set out legally binding terms and conditions to your use of the Site.
1. Acceptance; Privacy Policy. You acknowledge that by accessing and/or using the Site or Services in any manner, you agree to these Terms of Use, which also incorporate by reference our Privacy Policy, each of which may be updated from time to time without notice.
2. Use of Site Content. Other than as expressly permitted in the next sentence, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Site or any content, information, software, products or services obtained from the Site without our prior written permission. You may view and display the public portions of the Site (that do not require password access) solely for your own internal, noncommercial, lawful use. You may only use restricted Site content, such as software, subject to the expressly stated restrictions or limitations relating to specific material on the Site, and such other additional terms and conditions or agreements as Texponential may require you to agree to as a condition to use such material. If you make other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
You may not (a) decompile, disassemble or reverse engineer the Site or any portion thereof, or (b) attempt to gain unauthorized access to the Site, any portion thereof or any other computer systems or social media or mobile platforms through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information from the Site through any means not intentionally made available or provided for through the Site.
3. Intellectual Property. Texponential and its licensors own all right, title and interest in and to the Site, all the text, content, graphics, interfaces, code and materials thereon, the look and feel, selection and arrangement, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to all intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership in or rights to of any of the foregoing. The Site is copyrighted as a collective work under the United States’ and other copyright laws, and is the property of Texponential. The collective work includes works that are licensed to Texponential. Unless otherwise indicated on the Site, displayed trademarks, corporate logos, services marks, trade names and emblems (collectively, the “Marks”) are subject to the trademark rights of, and are proprietary to, Texponential, its licensors or its affiliates. Texponential does not grant any license or other authorization to use the Marks except through a separate written license agreement.
4. Unsolicited Submissions. Any unsolicited non-personal information, remarks, suggestions, ideas, graphics or material you submit to us by email, download, or otherwise (“Unsolicited Submission”), is non-confidential, and automatically becomes Texponential’s property upon receipt, without any compensation to you. We have no obligation to review or use any Unsolicited Submissions or to keep them confidential, but if we elect to use them, we are free to use and repurpose such Unsolicited Submission for any purpose. Specifically, we are free to use any ideas or concepts contained in any such Unsolicited Submission for any purpose whatsoever, without any compensation to you. Texponential does not waive any rights it may have to similar or related ideas previously known to it or developed by its employees and representatives, or obtained from sources other than you.
5. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Texponential HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND ITS CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND/OR OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Texponential DOES NOT W ARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THA T THE FUNCTIONS OR CONTENT CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY OR THROUGH, THE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, Texponential DISCLAIMS ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Texponential OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY. IF YOU ARE DISSATISFIED WITH THE SITE , YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Texponential OR ANY OF ITS OWNERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR REPRESENTATIVES BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF Texponential HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Texponential’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF USD $50.00 OR THE FEES PAID BY YOU FOR ACCESS TO THE SITE, IF ANY, DURING THE PREVIOUS 12-MONTH PERIOD, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Indemnification. You agree to: (a) defend, at Texponential’s request, Texponential and its owners, officers, directors, members, shareholders, employees, contractors, agents, licensors, and/or representatives (collectively, the “Indemnified Parties”) against any action or suit that arises out of your use or misuse of the Site or its content, any transaction or other dealings in which you and any other user or other third party are involved and/or your breach of any of your representations, warranties or covenants under these Terms of Use; and (b) indemnify and hold harmless the Indemnified Parties for all settlement amounts or damages, liabilities, costs and/or expenses (including, without limitation, attorneys’ fees) awarded or arising out of such a claim. Texponential reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will assist and cooperate with Texponential in asserting all available defenses.
8. Jurisdictional Issues; No Export. The Site is operated out of the United States and the Texponential products, services, materials, offers, and information appearing on the Site are intended for U.S. users. The Site may not be available to users outside of the United States. Texponential makes no representation that materials or information on the Site are appropriate or available for use outside of the United States, and access to them from jurisdictions where their content is illegal or prohibited. Those who choose to access the Site outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws. You may not use or export any materials on the Site in violation of United States’ or any other jurisdiction’s export, re-export, or import laws and regulations.
9. Changes to these Terms of Use, Site. Texponential reserves the right to modify these Terms of Use, and to add new or additional terms or conditions on your use of the Site, for any reason, without notice, at any time. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms of Use upon posting of revised Terms of Use on the Site. Your continued use of the Site afterward will be deemed acceptance of the then-current Terms of Use. Texponential may modify or discontinue providing the Site, in whole or in part, at any time, for any reason, without prior notice.
10. Copyright Notice. If you believe that any content available through the Site or the Services infringes a copyright claimed by you, please contact Texponential at help@texponential.com.
11. Governing Law. The laws of the State of California, U.S.A., excluding its conflicts of law rules, govern these Terms of Use, the license granted herein and your use of the Site and its content. Your use may also be subject to other local, state, national or international laws.
12. Other Provisions.
a. These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Texponential regarding your use of the Site. If any part of these Terms of Use are held invalid or unenforceable, the remaining portions shall remain in full force and effect. Texponential’s failure to enforce any right or provisions in these Terms of Use will not constitute a future or ongoing waiver of such or any other provision of the Terms of Use.
b. Texponential may notify you with respect to the Site by sending an email message to your last known email address in its records, via postal mail to your last known mailing address in its records, or by a posting on the Site. Notices shall become effective immediately following delivery by Texponential.
c. Texponential is not responsible for, and reserves the right to correct all, errors on the Site, including, without limitation, any pricing errors or mis-descriptions of products or services.
d. You hereby grant Texponential the right to take all steps Texponential believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You agree that Texponential has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials and/or a third party, as Texponential believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use (including, but not limited to, Texponential’s right to cooperate with any legal process relating to your use of the Site, and/or a third-party claim that your use of the Site is unlawful and/or infringes such third-party’s rights).