Terms & Conditions
1. Acceptance of Terms
This electronic Internet website (the "Tracy Site") is owned and operated by Tracy, Inc. ("Tracy"). In order to make use of the Tracy Site, it is required that you agree to all of the terms and conditions of this Agreement, which may be updated by Tracy from time to time without notice to you by posting revised Terms on our website. This Agreement states the terms and conditions under which Tracy content, software and any other material are provided. In addition to these terms and conditions, you shall be bound by any additional terms, guidelines or rules that may appear throughout the Tracy Site, which are incorporated herein by this reference. Any modifications or enhancements to the Tracy Site shall be governed by the terms and conditions of this Agreement. Your use of the Tracy Site constitutes your binding acceptance of these Terms.
2. Registration
Each registration is for a single user only. In consideration of your use of the Tracy Site and the services contained therein, you agree to provide accurate, current and complete information about yourself or your company as requested on the Tracy Site registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting the terms and conditions of this Agreement, you also represent and warrant that you are 18 years of age or older and that if you have accepted the terms and conditions of this Agreement on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.
Any changes to your registration information should be made on the Tracy Site. If you provide information that is untrue, inaccurate, not current or incomplete, Tracy may suspend or terminate your account, and refuse any and all current or future use of the Tracy Site and the services provided.
3. Tracy Privacy Statement
Registration and other information about you are subject to Tracy's privacy policy and shall only be used in accordance with that policy. For more information, please go to the Tracy Privacy Policy.
4. Member Account, Password and Security
After you register on the Tracy Site, you will receive a password for your use of the Tracy Site and the services offered therein. You are responsible for keeping your password confidential. You will be responsible for all uses of your password and account. You will close the browser window for the Tracy Site at the end of each use, and you will immediately notify Tracy of any unauthorized use of your password. Tracy cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
5. Your Use of the Tracy Site
You are solely responsible for all messages, data, information and other materials (the "Messages") that you upload, post, e-mail or otherwise transmit ("Transmit") to the Tracy Site.
You further agree that you will not: a. Use the Site in any unlawful manner or Transmit any Content or Message that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another's privacy or racially, ethnically or otherwise objectionable; b. Use the Site to harm minors in any way; c. Transmit any Messages: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringe any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret of any third party; (iii) that constitute unsolicited or unauthorized advertising or promotional materials, "spam," "chain letters," or pyramid schemes; or (iv) that contain any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; d. Forge headers or otherwise manipulate identifiers in order to disguise any messages transmitted through the Tracy Site; e. Interfere with the Tracy Site or servers or networks connected to the Tracy Site; f. Interfere with the ability of others to use the Tracy Site; g. Reproduce, sell, resell, sub-license, distribute or exploit for any commercial purposes, any portion of the Tracy Site or any Messages contained therein; or h. Conduct your business on the Tracy Site or any web sites, with respect to Tracy, in a way that is unfair, unlawful, or constitutes a deceptive business practice; i. Otherwise use the Tracy Site in connection with violation of any law or contract. You acknowledge and agree that Tracy may disclose or use any Messages that you Transmit for the purposes of (i) enforcing the terms and conditions of this Agreement; (ii) complying with any laws, regulations or rules of any federal, state or local government or agency; (iii) responding to claims that any Messages violate the rights of third parties; or (iv) protecting the rights or property of Tracy, its customers and the public. With respect to Messages that you Transmit to public areas of the Tracy Site, you grant Tracy a perpetual, worldwide, royalty-free, nonexclusive license to reproduce, display, publish, modify, distribute and create derivative works of such Messages.
6. Maintenance of the Tracy Site
You agree and acknowledge that Tracy may modify, limit, suspend or discontinue the Tracy Site or any part of the Tracy Site at any time, without notice or liability to you. Tracy may also, from time to time, establish general rules and policies regarding use of the Tracy Site. Tracy will post such rules and policies on the Tracy Site, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Tracy Site. Tracy shall have no liability or responsibility with respect to any lost data or Messages, such as the deletion or failure to store messages, communications or other Messages transmitted by you.
7. Linked Sites
Tracy has not reviewed all of the sites linked to the Tracy Site and is not responsible for the content of any third-party pages or any other sites linked to the Tracy Site. Nothing in the Tracy Site, including, without limitation, any links to other sites, should be construed as an endorsement of any products, services or information of any other persons or companies by Tracy. Your choice to link to any other off-site pages or other sites is at your own risk, and you agree to comply with all terms and conditions relating to such pages or sites. Tracy reserves the right not to link, or to remove the link, to a particular site at any time. Any links to third party sites are provided as a convenience to you and are not owned nor operated by Tracy. Tracy has no control over these linked sites, and makes no representations or warranties with respect to these linked sites. Your viewing and use of any third party sites is at your sole discretion and risk.
8. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
9. Indemnification
You agree to hold harmless and indemnify Tracy, its subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives from and against any claims, liabilities, costs or damages, including reasonable attorneys' fees and paralegal fees through final appeals, made by any third party, or relating to or arising from your use of the Tracy Site, any Messages that you Transmit to or through the Tracy Site, any violation of these Terms and Conditions by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Tracy Site.
10. Tracy Site Content
The Tracy Site and all material on the Tracy Site (the "Content") contained therein, including, without limitation, all text, graphics, and other works on the Tracy Site, the Tracy Site's design and coding, all computer programs used and licensed in connection with the Tracy Site, the look and feel of the Tracy Site, and all data and reports generated by the Tracy Site are owned by Tracy or a third party. These materials are protected under copyright, trademark and other laws. Except in connection with browsing the Tracy Site, ordering products through the Tracy Site or otherwise as expressly authorized by Tracy or the owner of the Content in question, you may not copy, download, transmit, modify, distribute or republish any of the Content displayed on the Tracy Site, without the prior written consent of Tracy. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Tracy Site or any Content therein. Tracy grants you a personal, non-transferable, nonexclusive license to use the Tracy Site and the Content displayed therein, provided that you comply with these Terms and Conditions and any other rules regarding such use.
11. Software Applications
Any software (the "Software") that is made available through the Tracy Site to download, use or otherwise license is the copyrighted work of Tracy and/or its third-party suppliers. If applicable, use of the Software shall be governed by the terms of a license agreement (the "End User License Agreement"), which may accompany or be included with the Software. You agree to comply with the terms of all End User License Agreements that may be associated with Software that you download, use or otherwise license through the Tracy Site, in addition to the terms and conditions of this Agreement.
12. Termination
You acknowledge and agree that Tracy may terminate your account or use of the Tracy Site for any reason, including, without limitation, for your violation of the terms and conditions of this Agreement or your lack of use of the Tracy Site. You agree that Tracy may terminate your access to and use of the Tracy Site without prior notice and without any liability to you or any third party.
13. Disclaimers and Limitation of Liability
TRACY IS PROVIDING THE TRACY SITE AND ITS CONTENTS, INCLUDING EXPERT CONTENT AND ADVICE DELIVERED TO YOU VIA EMAIL OR TELEPHONE EXCHANGE, ON AN "AS-IS," "AS-AVAILABLE" BASIS. TRACY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW WITH RESPECT TO THE TRACY SITE OR THE CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, TRACY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE TRACY SITE IS ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. TRACY DOES NOT WARRANT THAT THE TRACY SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER. THE INFORMATION ON THE SITE IS FOR YOUR GENERAL USE ONLY AND SHOULD NOT BE RELIED ON IN MAKING ANY SPECIFIC FINANCIAL, LEGAL OR OTHER DECISIONS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE TRACY SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE TRACY SITE IS DONE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY. TRACY AND THIRD PARTIES WHO CONTRIBUTE TO THE TRACY SITE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES, ARE NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, PUNITIVE, ECONOMIC, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF GOODWILL OR LOST PROFITS YOU MIGHT INCUR ARISING OUT OF OR IN ANY CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE TRACY SITE, THE TRACY SITE CONTENT, OR OTHERWISE ARISING OUT OF ANY TRACY WEB SITES, INCLUDING WITHOUT LIMITATION ANY AND ALL LIABILITY ARISING OUT FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, AND ANY OTHER STATUTORY CONTRACT, TORT AND/OR OTHER LIABILITY, EVEN IF TRACY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
NO INFORMATION DISPLAYED OR INCLUDED IN THE TRACY SITE OR OTHERWISE OBTAINED BY YOU FROM TRACY OR IN CONNECTION WITH YOUR USE OF THE TRACY SITE SHALL CREATE ANY WARRANTY, NOR IS IT INTENDED TO SUPPLY LEGAL, FINANCIAL, MANAGEMENT, HUMAN RESOURCES, ACCOUNTING, OR OTHER FORMS OF ADVICE. USE OF THE TRACY SITE IS NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY OR OTHER PROFESSIONAL ADVISOR. IF LEGAL OR OTHER EXPERT ASSISTANCE OR ADVICE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.
IN NO EVENT SHALL TRACY OR THIRD PARTIES WHO CONTRIBUTE TO THE TRACY SITE BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE TRACY SITE IN ACCORDANCE WITH THESE TERMS, TRACY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.
14. Proper Law and Jurisdiction
The Tracy Site is controlled and managed from the Tracy offices in Grand Rapids, Michigan. All rights and obligations relating to formation or performance of the agreement contained in the terms and conditions of this Agreement shall be governed by the laws of the State of Michigan, without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sales of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in Michigan, shall not apply. The exclusive forum for the resolution of any dispute relating to the terms and conditions of this Agreement shall be the state and federal courts in Grand Rapids, Michigan, USA, and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to the terms and conditions of this Agreement, and agree to service of process on you by e-mail to the address you have submitted on the Tracy Site, or by any other means deemed reasonable by Tracy.
The Terms and Conditions were last updated on September 15, 2008.