BY USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.
THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SHM. PLEASE READ THE TERMS CAREFULLY.
Information and Passwords
You may be required to provide us with certain information in order to obtain access to and use of certain features and functions of the Services including, without limitation, your name or your company's name, member number, address, telephone number(s), e-mail address, and/or applicable payment data for orders placed for goods and services via the Services (e.g., credit card number, e-mail address, and expiration date) (collectively, your "Information"). You agree that any registration information you give to SHM will always be correct and current. You further consent and authorize us to verify your Information as required for your use and access to the Services, as applicable.
Certain features and functions of the Services are not generally available to the public. In order to access and use such features and functions, we may require you to enter a unique userID and password. We and/or third parties may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services. Your userID, password, and any additional codes or passwords are collectively referred to herein as "IDs". Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances.
You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.
Access to and use of the Services
You may not use or allow others to use, your IDs and/or the Services, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.
You also may not use, nor allow others to use, your IDs, the Services, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Services or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Services, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Services.
You are prohibited from violating or attempting to violate the security of the Services, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Services or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
In connection with your use of the Services, you may have access to and use of discussion groups, chat rooms, bulletin boards and other interactive functionality ("Interactive Services"). If you participate in or use any Interactive Services, you are responsible for any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") you upload, post, link to or otherwise transmit (collectively "transmit") and the consequences thereof. If you choose to transmit any Content using such Interactive Services, you agree to do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the Content you may transmit using these Interactive Services. We make no representation that your use of the Interactive Services will comply with applicable laws or that they were designed to comply with the applicable laws. Additionally, we do not represent, warrant or guarantee the truthfulness, accuracy, quality, or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Although we do not actively monitor, regulate or pre-screen your use of the Services, we reserve the unconditional right (but not the obligation) to remove, move or edit any Content we consider harmful, offensive, disruptive, in violation of law, regulation or any agreement, including, without limitation, which is or may be in violation of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of the monitoring activities.
The items displayed or otherwise made available via the Services (directly or indirectly), including, without limitation, all text, graphics, images, logos, button icons, programs, software and other data, content, information and materials, tangible and intangible, and all intellectual property rights in and to the sameare owned by or licensed to us or our third party partners. You hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Content you submit via the Interactive Services by all means and in any media now known or hereafter developed for any use or purpose.
You have no rights in or to such Material and you will not use any Material, except as specifically permitted under this Agreement.
Unless otherwise specifically set forth on the Site or we give you written permission, you may only use and access, download and copy the Material (and print a single copy) for your personal use, and you will not alter, erase or otherwise obscure our copyright, proprietary or other notices on the Material. You may not do or allow anyone else to do anything with the Material which is not specifically permitted under this Agreement. You acknowledge and agree that the Material is made available for informational and educational purposes only without representation or warranty of any kind, is not a substitute for legal advice or your professional judgment, and unless otherwise specifically specified on the Site, should not be construed as an endorsement by or representation of the opinions of SHM. We do not give legal advice. Your reliance upon Material obtained by you on or through the Services is solely at your own risk. You agree to comply with all notices and requirements accompanying third-party Material. All rights not expressly granted in this Agreement are reserved to us.
SHM respects the intellectual property rights of others. SHM may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Service for those users who may be infringing the intellectual property rights of others and remove potentially infringing material. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide SHM (email@example.com) with the information specified below. Please note that this procedure is exclusively for notifying SHM that your copyrighted material has been infringed.
A description of the copyrighted work that you claim has been infringed upon; A description of where the material that you claim is infringing is located on the
Site; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any Content, advertising, products, services or other materials on or otherwise made available via such sites or resources. You further acknowledge and agree that we 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 such Content, goods or services made available on or through any such site or resource.
Disclaimer of Warranty
The site and services are provided to you on an “as is, as available” basis, and your use thereof is entirely at your own risk. Except as specifically set forth in this agreement, we make no representations or warranties of any kind regarding the site and services, any products made available to you in connection therewith, or your access to or use of any of the foregoing, whether expressed or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and/or non-infringement, or any warranties arising by course of dealing or custom of trade. We make no representation or warranty that any material, content, products or services displayed on or offered through the site and/or our service are accurate, complete, appropriate, reliable, or timely. We also make no representations or warranties that the services will meet your requirements and/or access to and use of the site and services will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise secure.
Limitation of Liability and Risk
Under no circumstances will SHM, its licensors, suppliers, partners, affiliates or third-party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or any other form of damages in any manner arising out of or in connection with this agreement or your use of the site and services,
YOU SPECIFICALLY ACKNOWLEDGE THAT SHM SHALL NOT BE LIABLE FOR USER CONTENT, CONTENT PRODUCED BY THIRD PARTIES AND DISPLAYED ON OR THROUGH THE SERVICES, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs,(d)your violation of any third party right, including without limitation any copyright, trademark, property, or privacy right; or (e) any claim that your Content caused damage to a third party. This section shall indefinitely survive the termination of the Terms and your use of the Site.
We may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services.