Use of the SAGE Electrochromics, Inc. (“SAGE”) web site (the “Site”) is subject to agreement on the following terms and Conditions (“Terms and Conditions”). By accessing the Site, you indicate your consent to the Terms and Conditions.
1.….SITE ACCESS AND USE. Subject to these Terms and Conditions, you may use the Site to obtain access to the information made available by SAGE from time to time through the Site. SAGE may change the Site, and the information and services available at the Site at any time. SAGE does not guarantee the accuracy of any such information and your reliance on that information is at your own risk. You must not interfere, disrupt, or attempt to interfere or disrupt the operation of the Site or of the networks connected to the Site through your use of the Site or otherwise. You acknowledge and agree that SAGE may monitor access and use of the Site for security purposes.
2.….PRODUCT SALES. You acknowledge that the Site is provided for information purposes only and that it cannot be used to initiate, modify, terminate or otherwise affect orders or sales of SAGE products. No information available through the Site, and no communication made through the Site, will modify, amend or alter the terms of any order or sale of SAGE products.
3.….INTELLECTUAL PROPERTY. You acknowledge and agree that all content you access or that is made available to you on the Site is the property of SAGE and of its suppliers, including but not limited to all information, text, graphics, trademarks, logotypes, data and data compilations. United States and international trademark, copyright and other intellectual property right laws protect that content. No right is granted to copy or distribute any content or information incorporated in or accessed through the Site. Any software that is accessed or made available through the Site may be used only for the purpose of the Site. You may not reverse engineer, decompile or disassemble that software, or attempt to do so.
4.….DISCLAIMER OF WARRANTIES. SAGE does not guarantee that access to the Site will be uninterrupted or error free, and SAGE will not be responsible for any delay, down time or other Site performance problem. THE site, AND THE CONTENT, INFORMATION and MATERIALS that are made available on and through THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SAGE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SITE OR ITS CONTENT, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHICH SAGE HEREBY EXPRESSLY DISCLAIMS.
5.….LIMITATION OF LIABILITY. SAGE AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SITE PROVIDERS AND SUPPLIERS will NOT BE LIABLE for ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO THE SITE (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR LOSS OR DAMAGE RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SAGE. IN NO EVENT WILL the LIABILITY OF SAGE or ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SITE PROVIDERS AND SUPPLIERS of ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SAGE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
6.….THIRD PARTY SITES. As a convenience to you, SAGE provides links to Web sites operated by other entities. If you use these sites, you will leave the Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. SAGE makes no warranty or representation regarding [and does not endorse,] any linked Web sites or the information appearing on those sites or any of the products or services described on those sites. [Links do not imply that SAGE sponsors, endorses, is affiliated or associated with any other party, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in, or accessible through, the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of SAGE or any of its affiliates or subsidiaries.]
7.….TERMINATION. SAGE may limit or terminate access to the Site at any time for any reason, without notice or liability. Your obligations under Sections 2 and 8 of these Terms and Conditions, and the provisions of Sections 4, 5, 6, 11 and 12 of these Terms and Conditions will survive the termination of your use of the Site for any reason. In addition, immediately upon the termination of your use of the Site for any reason, you must destroy any copies made of content of information obtained from the Site.
8.….ASSIGNMENT. You may not assign any of your rights and obligations under these Terms and Conditions without the prior written consent of SAGE. SAGE may assign its rights and obligations under these Terms and Conditions without your consent.
9.….GOVERNING LAW. These Terms and Conditions will be interpreted and construed in accordance with the laws of the State of Minnesota. Any disputes, claims or controversies arising out of, or relating to, this Agreement may be brought in courts situated in Minnesota, and you consent to the exclusive jurisdiction of such courts for the resolution of all such disputes, claims and controversies.
10.….GENERAL. These Terms and Conditions embody the entire understanding between you and SAGE relating to the Site, and will supersede all previous communications, representations or understandings, either oral or written, between you and SAGE relating to the Site. If any of these Terms and Conditions conflict with any applicable statute or rule of law, the affected terms and conditions will be deemed inoperative only to the extent that they may conflict therewith. In the event that any part of these Terms and Conditions is held illegal, void or ineffective, the remaining portions will remain in full force and effect. No failure by either party to take any action or assert any right under these Terms and Conditions will be deemed to be a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to that right.
11.….COMMUNICATIONS WITH SAGE. As a convenience to you, the Site may provide various means to communicate with SAGE. SAGE does not guarantee the accuracy or timeliness of communications initiated through the Site, and you are responsible for ensuring receipt of your communications to SAGE. You acknowledge that communication through the Site is not a substitute for any means of notice or communication that is required in any agreement with SAGE or any third party. Nothing contained in the Site, accessible through the Site or communicated through the Site will modify, amend or alter the terms and conditions of any such agreement.
12.….INFORMATION PROVIDED BY YOU. You should not provide any confidential or proprietary information to SAGE through the Site. You agree that any information or materials provided to SAGE through the Site will not be considered confidential or proprietary, except to the extent expressly provided in a separate agreement in writing that is executed by both you and SAGE. By providing any such information or materials to SAGE, you grant to SAGE an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, modify, transmit and distribute such information and materials, and you further agree that SAGE is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to SAGE.