TERMS OF USE AGREEMENT
September 26, 2005
BY USING THIS WEB SITE, YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY
THE FOLLOWING TERMS OF USE AGREEMENT.
This Terms of Use Agreement (this “Agreement”) contains very important
information about your rights and obligations, as well as limitations and
exclusions that apply to you and your use of this Web site. Please read this Agreement carefully before
accessing, and utilizing the services available through, this Web site. ASRC Federal reserves the right to change this
Agreement at any time, without notice to you, and you must consult the most
recent version of this Agreement (not an older cache version) each time you
view the Web site. Your access to
and/or use of this Web site constitutes your acceptance of the terms and
conditions set forth in this Agreement.
1. DESCRIPTION OF THE SITE.
Arctic Slope Regional Corporation (“ASRC Federal”) displays on the various pages constituting this Web site
(this “Site”) information, documents, reports, images, links and punch-through
capabilities which are designed to enable the employees, agents and
representatives of authorized users to 1) purchase goods and/or services from
ASRC Federal and/or its suppliers, 2) to obtain information regarding the status of
orders made through this site or otherwise through ASRC Federal, and 3) to provide
information to ASRC Federal (collectively referred to herein as the “Services”). The Site is privately developed and contains
commercial software and other commercial technology first offered to the public,
commercial customers of ASRC Federal and later to governmental and certain other
customers of ASRC Federal. The Site is made
available to the commercial, governmental and other customers of ASRC Federal on the
terms and subject to the conditions set forth in this Agreement. At all times, the most current version of
this Agreement will be posted on this Site.
If at any time you breach this Agreement, as it may be amended,
supplemented or replaced from time to time, ASRC Federal shall have the right to revoke
your authorization to use this Site, in addition to other remedies it may be
entitled to.
2. AUTHORITY TO USE THE SITE.
This Site, or certain
portions thereof, are accessible only to users (“Users”) who have specific
authorization to access the Site and who have the right to utilize the Services
by virtue of one or more separate contractual commitments (each, a “Contract”)
with ASRC Federal. By accessing the Site and/or
utilizing the Services, you, as a User, hereby represent and warrant to, and
covenants with, ASRC Federal that you (i) are at least eighteen (18) years of age; (ii) have personally entered into a Contract
with ASRC Federal or are acting on behalf of a private entity or governmental agency
that has entered into a Contract granting such entity or agency the authority
to utilize the Site and the Services (“Entity”); and (iii) have the requisite
authority to enter into binding commitments personally and, if applicable, on
behalf of your respective Entity.
3. YOUR LIMITED RIGHTS TO USE THE SITE. On the terms and subject to the conditions set forth in this Agreement,
ASRC Federal grants to you the non-exclusive, limited, terminable, personal right to
access the Site for the sole purpose of conducting the procurement activities
as described in your, or your Entity’s, as the case may be, respective Contract
with ASRC Federal. You will use the Site in
accordance with all applicable laws.
ASRC Federal may, without notice, terminate your access to the Site or take
other actions as are reasonably necessary to comply with legal
requirements.
4. SECURITY; USER NAMES AND PASSWORDS. ASRC Federal shall provide or has provided to you a user name and password for
you to access the Site and utilize the Services available therein. It is your sole responsibility to monitor
use of your user name and password for all purposes, including, but not limited
to, ordering goods and/or services and tracking the status of orders or
shipments relating thereto. You are
fully responsible for the security of your user name and password, and for the
utilization of the Site via your user name and password. This includes unauthorized access by your
employees or third parties, except for access by third parties resulting from
the sole negligence of ASRC Federal. You have the
ability to modify your password at any time.
ASRC Federal recommends that you modify your password regularly. You shall notify ASRC Federal immediately if you
wish to terminate your user name and password or have your user name and
password reissued. You shall not disclose
your user name and password to anyone not authorized to act on your behalf. ASRC Federal shall have no liability for misuse of a
User’s user name and password.
5. VALIDITY OF ORDERS. You agree not to contest the validity or
enforceability of orders placed through the Site under the provisions of any
applicable law. All orders placed using
your user name and password shall, for all purposes, be deemed to be in
writing, signed by you and will be admissible as between you or, if applicable,
your respective Entity, and ASRC Federal, to the same extent and under the same
conditions as other business records originated, executed and maintained in
documentary form.
6. PROPRIETARY RIGHTS; CONFIDENTIALITY. You acknowledge and agree that the
information, software, scripts, business processes, business methods,
depictions, reports, displays, Services described in and available through this
Site, including, without limitation, the Web-based logistics status reporting
system provided by ASRC Federal and/or its third-party service providers, together with
the operation of the Site and the compilation and presentation of all content
in the Site organization and operation of this Site are proprietary to ASRC Federal
and/or third parties (collectively, the “Proprietary Rights”). The Proprietary Rights are or may be
protected by copyright or other intellectual property laws. Any unauthorized use of the Proprietary
Rights or the Site may violate such laws and is strictly prohibited. Unless otherwise noted, you may view, copy,
download and print documents from this Site so long as such documents are used
solely for locating, viewing, evaluating, or purchasing products and/or
services made available through this Site or otherwise from ASRC Federal and tracking
the status of your orders. In addition,
you may not post, distribute or modify any such documents or remove any
copyright, trademark or other proprietary notices from such documents. As provided above, the scope of the rights
you are granted herein is a limited right to use the Site solely for your own
authorized business or governmental purpose, and no other rights, express or
implied, are granted hereby. You also
acknowledge and agree that the Site, the operation thereof and the Proprietary
Rights contain certain information, which constitute trade secrets and/or
confidential information. You agree to
keep secret and not disclose such information to any third party.
7. YOUR USE OF THIS SITE.
You may use the Site
in accordance with the terms and conditions set forth in this Agreement and the
terms and conditions of any applicable Contract. You may also view, print and distribute copies of information
made available on this Site provided that such copies are distributed only in
furtherance of the purposes set forth in the Contract and so long as all
notices of copyright, trademark and other Proprietary Rights are included on
such copies. All purchases of goods
and/or services made using this Site shall be subject to the ASRC Federal Terms and
Conditions of Sale, [Click
here for Link to Terms and Conditions of Sale];
provided, however, that in the event of a conflict between your
applicable Contract and the ASRC Federal Terms and Conditions of Sale, the provisions
of your applicable Contract shall control.
You are solely responsible for all content, orders or information that
you transmit to or through this Site.
By using this Site, you acknowledge and agree that (i) ASRC Federal does not
pre-screen any transmissions by you and, as such, ASRC Federal does not guarantee the
accuracy, integrity or quality of such transmission, and (ii) under no
circumstances shall ASRC Federal be liable in any way for any transmissions submitted
by you, including, without limitation, any errors or omissions in such
transmissions or for any loss or damages of any kind incurred as a result of
ASRC Federal placing orders as a result of, or otherwise using, such
transmissions. You are prohibited from
using this Site to transmit or otherwise make available anything that is
unlawful, harmful to minors, threatening, harassing, abusive, violent, obscene,
pornographic, defamatory, libelous, invasive of another’s privacy, or racially,
ethnically or otherwise offensive or that would otherwise violate any law,
regulation, contract, or rights of others, including, without limitation, laws against
infringement of another’s intellectual property rights. Violation of these restrictions may result
in limitations on or termination of your right to access and/or use this Site.
8. RELIABILITY OF INFORMATION.
ASRC Federal shall make
commercially reasonable efforts to ensure that the information relating to the
Services available on the Site is routinely updated. Further, ASRC Federal shall make commercially reasonable efforts to
ensure that third party information made available on or through the Site is
reliable. However, you understand and
agree that ASRC Federal is not responsible for the accuracy or completeness of any
content contained within the Site, and ASRC Federal expressly disclaims all
responsibility and liability for any third-party materials or services made
available on or through this Site.
9. THIRD-PARTY SITES. You understand and agree that this Site
contains both manual and automatic links to third-party Web sites, that ASRC Federal
makes no representations or warranties whatsoever about such third-party sites,
and that ASRC Federal is not and shall not be not responsible for the accuracy,
reliability or quality of any information contained in or available through any
such third-party sites. You acknowledge
and agree that your access to any such third-party Web site as a result of
utilizing any such links or otherwise shall be at your own risk. In no way does ASRC Federal endorse or accept any
responsibility for the content or uses of such third-party sites.
10. NO WARRANTIES OR GUARANTEES; DISCLAIMERS. THIS SITE AND ALL SERVICES AVAILABLE THROUGH THIS SITE ARE PROVIDED “AS
IS” AND “AS AVAILABLE”. USE OF THE SITE
IS AT YOUR SOLE RISK AND ASRC Federal DOES NOT MAKE ANY GUARANTEES OR WARRANTIES WITH
REGARD TO THE SITE, ITS CONTENT AND ALL SERVICES THEREIN, INCLUDING, BUT NOT
LIMITED TO, AVAILABILITY OF, OR THE SERVICES PROVIDED THROUGH, THIS SITE OR
THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT
ERRORS WILL BE CORRECTED. ASRC Federal DISCLAIMS ALL GUARANTEES AND WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ALL GUARANTEES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
11. LIMITATIONS ON LIABILITY AND EXCLUSIVE REMEDY. ASRC Federal SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR EXPENSES, WHETHER DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE, CAUSED BY
OR RESULTING FROM THE USE OF OR INABILITY TO USE THIS SITE, THE CONTENT THEREIN
OR ANY WEB SITE REFERENCED IN OR LINKED TO FROM THIS SITE. YOU ACKNOWLEDGE THAT THE ALLOCATION OF RISK
AND THE LIMITATIONS OF LIABLITIES CONTAINED IN THIS AGREEMENT ARE A MATERIAL
CONSIDERATION FOR ASRC Federal MAKING THE SITE AVAILABLE AND PROVIDING ACCESS TO THIS
SITE TO YOU. THE SITE IS A BUSINESS
PRODUCT, THE APPLICATION OF WHICH IS COMMERCIAL, RATHER THAN CONSUMER-ORIENTED,
IN NATURE. IN ACCEPTING THIS AGREEMENT,
YOU RECOGNIZE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT CONSUMER
PROTECTION LAWS DO NOT APPLY TO THE TRANSACTIONS CONTEMPLATED HEREBY.
12. EXCLUSIONS AND LIMITATIONS. Some
jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of liability for incidental or consequential
damages. Accordingly, some of the above
limitations may not apply to you.
13. TERMINATION. Your rights to use this Site and to utilize
the Services shall terminate (a) upon the expiration or earlier termination of
any applicable Contract, or (b) if ASRC Federal exercises its right to terminate your
right to use this Site or utilize the Services as set forth in Section 1 above.
Upon any such termination, you shall cease accessing the Site and using any
information obtained through this Site.
All limitations on liability and disclaimers of warranties and your
indemnity obligations shall survive the termination of this Agreement and your
right to use the Site and the Services.
14. INDEMNITY. At the option and request of ASRC Federal, you shall,
at your own expense, indemnify, defend and hold ASRC Federal and its subsidiaries,
affiliates, officers, employees and agents harmless from and against any
losses, costs, damages, liabilities and expenses (including, but not limited
to, reasonable attorneys’ fees), arising out of or related to any third-party
claim, action or allegation related in any way to your use of the Site, the
unauthorized access to and/or use of the Site through your account or based on
facts or alleged facts that would constitute a breach of your representations,
warranties or covenants under this Agreement.
15. MISCELLANEOUS. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
assigns; provided, however, that you may not assign any of your rights or
delegate any of your obligations under this Agreement without the prior written
consent of ASRC Federal. Any assignment or
delegation by you in violation of this section shall, at the option of ASRC Federal, be
null and void and of no force and effect.
Waiver by you or ASRC Federal of any provision or of the breach of any provision
of this Agreement shall not be construed as a waiver of any other provision or
of any other breach of any provision of this Agreement. If any provision of this Agreement is
determined to be invalid or unenforceable, that provision will be deemed to be
severed from this Agreement and will not cause the remainder of this Agreement
to be invalid or unenforceable. This
Agreement shall be governed by and construed in accordance with the laws of the
state of California without regard to conflicts of laws rules. The paragraph headings used herein are for
convenience of reference only and do not form a part of this Agreement, and no
construction or inference shall be derived therefrom.