HEX Healthcare Exchange, LLC (the "Company"), operator of thehexplatform.com, provides access to its services ("Service") to individuals, sole proprietors, partnerships, businesses and corporations ("User", "Seller", "Buyer" or "you") subject to the following terms and conditions (the "User Agreement"). Our service is comprised of, but not limited to, our online marketplace for medical asset and merchandise purchase and sale, and customer support ("Site and Services"). As a condition of using the Site and Services, the Company requires that you review and accept this User Agreement.
BY REGISTERING TO USE THE SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT THIS USER AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OR SITE.
1. COMPANY OBJECTIVE AND SERVICES
1.1. Company Objective
The Company's objective is to connect Buyers in search of medical assets and merchandise, with qualified professional Sellers looking to sell such products. To fulfill its objectives, the Company has developed tailored technology and integrated services to connect Buyers with Sellers and provide a forum for transactions.
1.2. Confidentiality & Security
The Company's objective is to preserve the confidentiality of your information and your anonymity in the course of the transaction. The Company has made a firm commitment to maintain your privacy and the confidentiality of your personal protected information. Please see our privacy policy for additional information about our collection, use and protection of personal information provided by you to the Company.
2. USER OBLIGATIONS
The Services are available only to individuals or entities that can form legally binding contracts. Without limiting the foregoing, minors in any jurisdiction may not participate in the Services. The Company reserves the right to review and verify the information provided in your registration application and to, at its sole discretion, postpone or reject your registration approval. When the Company has notified a User that their registration form has been approved, the User will become a "Registered User" and shall be permitted to use the Site and Services. The Company reserves the right, at its sole discretion, to review the status and compliance of any User with the terms of this User Agreement and to suspend or terminate a User's use of the Site and Services without notice.
2.1. User Password
Upon the approval of your registration, you will select a username and a password. You agree that you are solely responsible for preserving the confidentiality of your username and your password and all activities and charges related to the use of your password, including unauthorized use. You agree not to furnish your username, password or other information to any other party for use of the Site and Services. You agree to notify the Company immediately of any unauthorized use of your personal password or username and any other breach of security regarding the Services.
2.2. User Information
Each User agrees that all of the information provided in their registration application is timely, true, and correct, including, but not limited to, the User's legal name, address, phone number, fax number, e-mail address, and other personal and business information. You agree to promptly notify the Company should the User information provided need to be updated, changed or deleted. You understand that your failure to provide accurate and complete information may result in actions taken against you, including without limitation, the immediate suspension or termination of your use of the Services. The User understands that email will be the primary medium for the Company to communicate information about the auctions and transactions.
The Company may, in its discretion but is not obligated to, monitor material, content, and information on the Site, including, but not limited to, auction listings to determine compliance with the terms and conditions of this User Agreement and current and future operating procedures and rules of conduct established by the Company. The Company may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to carry out the terms of this User Agreement, to protect the rights of the Company, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, information, or court order submitted or transmitted to the Company. The Company reserves the right, at its sole discretion and without liability to any User, to amend, edit, remove or otherwise block any material posted by a User which may, in the Company's sole discretion, violate any state, federal or local law or violate any aspect of this User Agreement or in order to limit the Company's liability. The Company does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any User or end user as a result of relying on any material, content and information posted on the Company's Site.
The Company reserves the right to monitor and review all communications made through the chat feature on the Site and Services. By using the chat feature, you agree that the Company may view, store, and use your messages for the purposes of quality control, ensuring compliance with these terms and conditions, and protecting the rights and property of the Company. The Company will handle and use this information in accordance with our Privacy Policy.
3. SELLER OBLIGATIONS
Users who use the Company's Site to sell medical assets or merchandise of any kind (“Seller” or “Sellers”) agree that: Sellers can submit information about medical assets or merchandise they are seeking to sell by responding to requests posted by Buyers using the Site. This tool enables the Seller or Sellers to include all the relevant information regarding the merchandise that will be necessary to fill the Buyer’s request (e.g. manufacturer, manufacturer item number, warranty, price, quantity, delivery period, shipping information).
3.1 Seller Listing Information
Sellers are solely responsible for the accuracy, completeness and validity of all the information describing the assets listed for sale in bids (the "Seller Listing Information") responding to requests listed by Buyers. Sellers, who post merchandise in bids for sale on the Company's Site, represent and warrant that they are the lawful owners of the listed assets or acting on behalf of and with the authorization of the lawful owner of the listed assets. Each Seller represents and warrants that all Seller Listing Information provided is accurate and truthful regarding, without limitation, the type, quantity, and condition of the listed assets in any auction posted by the Seller on the Company's Site. Sellers understand and agree that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any Seller Listing Information provided with respect to any assets posted by a Seller. Assets MUST be available for delivery within the posted time frame requested by the Buyer. Auctions not available for delivery within such posted time frame may result in the assessment of fees and damages payable by the Seller.
3.2. No Unlawful or Restricted Assets
Sellers agree that they will not attempt to sell any illegal or restricted assets of any kind through the Company's Site and Service.
3.3. Offer to Sell
Upon posting a bid in response to a Buyer’s request, Seller represents, warrants and agrees that it is irrevocably offering to sell the listed assets to the Buyer. Seller represents, warrants and covenants that (1) it has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity, and (2) it has authority to list the offered assets for sale and to sell the offered assets, no listed asset infringes or violates (or contains any parts or components which infringe or violate) any third party's copyright, patent, trademark, trade secret or other intellectual property or propriety rights. Failure of a Seller to complete the sale of an asset to a Buyer because of non-delivery or misrepresentation of the merchandise could result in damages payable to the Company. Such damage shall become immediately due and payable by the Seller to the Company. Should any additional shipping costs be incurred because of incorrect shipping information and/or preparation the Seller agrees to pay for these costs.
3.4. Exclusivity
During the period that the Seller has made a bid and listed assets for sale with the Company in response to a Buyer’s request, the Seller has granted the Company an exclusive right to sell such listed assets with the specifications provided in the bid, such as but not limited to price, quantity, manufacturer, manufacturer item number, warranty, delivery period, etc. Seller agrees that the sale of the assets through the acceptance of a bid by the Buyer will cause a commission to be earned by the Company.
3.5. Service and Transaction Success Fees
Upon the closing of a transaction, the Seller agrees to pay the Company a success-based transaction fee for the marketing of their assets and identification of qualified Buyers. The amount of this fee will vary based on the size and product type of the transaction and shall be communicated to and agreed to by the Seller prior to the finalization of the transaction. The prices of the services may vary. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained herein.
3.6. Payment of Fees
All fees and other amounts payable pursuant to this User Agreement shall be paid in United States Dollars, free and clear of, and without deduction or withholding on account of taxes of any kind. All of the Company's success-based fees are deducted from the proceeds of the sales. Other eventual and mutually agreed payments are due according to terms in an Offer specified and initiated by the Buyer.
Sellers acknowledge that despite the Company's best efforts, Buyers may fail to perform. The Company does not provide any representations or guarantees that Buyers will pay Sellers their agreed price on a timely basis.
4. BUYER OBLIGATIONS
Users who use the Site to receive bids on and purchase listed assets of any kind ("Buyer" or "Buyers") represent, warrant and agree that:
4.1. Buyer Requesting Information
Buyer, by requesting products for Sellers to bid on, is demonstrating Buyer's intention and financial capability to purchase these assets. Buyers are solely responsible for the accuracy, completeness, and validity of all the information describing the assets requested from Sellers (the "Buyer Requesting Information"). Buyer agrees to make Buyer Requesting Information as detailed as possible in order to ensure Seller bid accuracy. Each Buyer represents and warrants that all Buyer Requesting Information provided is accurate and truthful regarding, without limitation, the type, quantity and condition of the requested assets in any auction posted by the Buyer on the Company's Site. Buyers understand and agree that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any Buyer Requesting Information provided with respect to any assets requested by a Buyer.
At the close of an auction in which the Buyer accepts a Seller’s bid, the Buyer agrees to make payment for the total amount of the transaction, including shipping costs and all duties and taxes if applicable, using payment methods provided by the Company upon auction close but in no circumstance later than 30 days after delivery is made. If the Company and Seller do not receive payment within such 30-day period, the Buyer will be considered in default of bidding contract and will be responsible for liquidated damages fees of [$200 or 15%] of the final transaction price, whichever is greater.
4.2. Asset Receipt and Inspection
After the close of an auction, the Buyer is required to make arrangements to pay for the goods and to take delivery of the shipment of the Seller's listed assets. If a Buyer refuses shipment of merchandise upon arrival at the Buyer’s location, the Buyer is responsible for the associated shipping charges. Buyer must conduct an inspection of the goods within a reasonable time following receipt or waive any claim for damages or non-conformity of the goods. Buyers who elect to arrange their own shipping of purchased goods waive their right to inspect the goods and to the Company’s dispute resolution process regarding any alleged non-conformity of the goods. Except as otherwise stated in writing by the Company, all assets are sold "as is, where is."
In the absence of Seller fraud, failure of Buyer to complete the purchase of assets may result in damages against the Seller, including all damages available at law or equity. Buyer's failure to purchase assets after a Buyer's acceptance of a Seller’s bid will result in suspension or termination of Buyer's account. In addition, in the event of Buyer's failure to complete a transaction in the absence of Seller fraud, the Buyer agrees to immediately remit a success fee to the Company equal to [15% of the final bid] placed on this listing. In the event of Buyer's default, the right is reserved to sell or otherwise dispose of the subject property and to charge all losses and expenses incidental thereto to the defaulting Buyer.
5. PAYMENT COLLECTION
Upon the close of a sale, the Company's payment collection team will use its best efforts to contact Buyers in order to ensure timely payment. Payment is collected for all costs associated with the transaction including shipping expenses, materials, and sales tax.
6. PERFORMANCE
Users acknowledge that despite the Company's best efforts, Buyers and Sellers may fail to perform. The Company does not provide any representations or guarantees that Buyers will accept assets or pay Sellers on their agreed price on a timely basis. Conversely, the Company does not provide any representations or guarantees that Sellers will deliver products accurately or in a timely fashion, if at all.
7. NON-CIRCUMVENTION
Users agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User in an attempt to complete the sale of assets through a means outside of the Company's site (a "Circumventing Transaction"). In the event a User completes a Circumventing Transaction, Seller understands and agrees that Seller is obligated to immediately remit a success fee to the Company equal to [15%] of the final aggregate gross sale price for the assets or merchandise sold in the Circumventing Transaction. This non-circumvention clause shall apply to Users and their principles, agents, and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs, and transferees.
8. DISPUTE RESOLUTIONS
In the event of a dispute between Buyer and Seller in connection with a pending transaction, all Users agree to cooperate with the Company to resolve the dispute before taking any other action. If the Company cannot resolve the dispute within [30] business days of the dispute, then the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through the American Arbitration Association (AAA). The AAA and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Buyer and Seller will be responsible for any fees they incur associated with such arbitration.
9. MISCELLANEOUS
9.1. Interruption of Service
User understands that the Company shall take all commercially reasonable efforts to make its Site and Service available. However, the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any online liquidation auctions or sales. The User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond its control or routine maintenance. User agrees not to attempt any action which may disrupt the Company's Site and Services, including transmitting any virus-infected files or software routines, bulk e-mail solicitations, or reverse engineering of any of the Company's programs or infrastructure.
9.2. Changes to Site and Services
The Company reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of its Site and Services, including but not limited to content, auction features, news and information, and product categories, without notice.
9.3. Record Keeping
The Company cannot guarantee the preservation or maintenance of records relating to historical auction transactions and bidding activity and encourages User to keep individual records and an accounting of all activity conducted through the Company's Site.
9.4. Taxes
User acknowledges and agrees that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes, which may be assessed or owed by any User in connection with the use of the Company's Site and Services. User understands and agrees that User is solely responsible for the calculation and payment of any taxes that may be incurred as a result of using the Company's Site and Services.
9.5. No Agency
The relationship between Users and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this User Agreement.
9.6 Site is Only a Venue
The Site and associated sites are merely a venue for Registered Users to exchange information and facilitate transactions. It is expressly understood and agreed that the Company is not a broker or agent and has no duty to the User with regard to transactions through the Services other than those duties expressly outlined in the terms and conditions of this User Agreement. Unless otherwise stated, the Company is not a party to the transactions between Buyers and Sellers. The Company does not guarantee the quality, safety, condition, or ownership of the assets and does not guarantee the accuracy of the information provided in the description of assets advertised on its Site. Users are encouraged to perform their own due diligence. The Company does not guarantee any individual Seller's or Buyer's ability to complete transactions and makes no representation regarding the identity, creditworthiness, or performance of any User.
USER AGREES NOT TO HOLD COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY OF USER'S DEALINGS WITH ANY OTHER USERS.
9.7. Notice and Communication
Unless stated otherwise, all notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in their registration application or via posting on the Site. Notice shall be deemed to have been provided 24 hours after the e-mail was transmitted by the Company or at the time the information was posted on the Site. If the Company receives a message that the User's e-mail is disconnected, is no longer valid, or that the e-mail communication could not be delivered (for whatever reason), notice shall be deemed to have been provided at the time the information was posted on the Site. Any mailed letters sent by the Company to the User shall be considered courtesy copies only, and shall not have any bearing on the determination regarding the date notice was provided as stated above.
9.8. Indemnification
In the event User has a dispute with another User, User releases Company, directors, officers, employees and agents from claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. This release includes any claims brought by any individuals relating to misuse or unauthorized use of data User gives to Company. Users agree to defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees and agents to the fullest extent lawful against any and all damages (whether direct, consequential or otherwise), claims, liabilities, costs and expenses incurred (including, without limitation, all reasonable fees), as a consequence of any acts by User undertaken in connection with the Company's Site and Services, including without limitation, those arising out of any breach of any User representation or warranty, User's obligations hereunder, any User transaction attempted through the Service, or any dispute between User and any other Users.
9.9. Jurisdiction
This User Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions thereof, and, to the maximum extent permissible, without reference to that body of law known as the Uniform Computer Information Transaction Act. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9.10. Severability
If any provision of this User Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of this User Agreement shall continue in full force and effect.
9.11. Termination
The terms and conditions of this User Agreement constitute a binding agreement between the Company and each User until terminated by the User or the Company. User may discontinue use of the Site and Services at any time with or without notice to Company. The Company may consider any account on which no activity (the User has not logged into the account) has occurred for 365 consecutive days to be abandoned, and may terminate the account without further notice to the User. Upon termination, User is obligated to immediately cease using the Site and Services. The Company expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website by any person or entity, at the sole discretion of the Company, for any reason and without notice.
9.12. Disclaimer of Warranties
THE SITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION ON OR ACCESSED THROUGH THE SITE OR SERVICES, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THE COMPANY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY SYSTEM INTEGRATION OR QUIET ENJOYMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT WILL BE FUNCTIONAL, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. COMPANY MAKES NO WARRANTY THAT THE LISTED ASSETS, SITE OR SERVICES WILL MEET USERS' REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH REGARDS TO ANY ASSETS REQUESTED OR SOLD THROUGH THE SITE. COMPANY MAKES NO WARRANTY REGARDING ANY ASSETS PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM THE COMPANY SHALL CREATE ANY WARRANTY BY THE COMPANY NOT EXPRESSLY MADE HEREIN. COMPANY EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY ASSETS SOLD ON OR THROUGH THE SERVICES, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANOTHER USER.
9.13. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM (a) ANY INJURY TO ANY PERSON OR PROPERTY CAUSED BY A PURCHASED ASSETS OR (b) DEFECTS IN SUCH ASSETS ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF WARRANTY. IN ADDITION, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE CONTENT INCLUDING WITHOUT LIMITATION ANY MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF COMPANY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR IN TORT) EXCEED THE AMOUNT OF FEES PAID BY THE USER TO THE COMPANY IN CONNECTION WITH THE DISPUTED ASSETS.
The parties have agreed that the limitations of liability set forth will survive and apply even if any limited remedy specified in this User Agreement is found to have failed its essential purpose. Some jurisdictions may not allow the limitation or exclusion of incidental or consequential damages, so the above limitation may not apply to certain Users.
9.14. Waiver
The failure of Company to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any right, provision, term or condition must be in writing, signed by our authorized representative, and will be effective only for the instance specified in the writing.
9.15 Oral Representations
Any oral statement or representation by any representative of the Company, changing or supplementing the written description of the offering or the published terms and conditions of this User Agreement, is unauthorized and confers no right on the User and may not be relied on by the User. No interpretation of any provision of the terms and conditions of this User Agreement, including applicable performance requirements, is binding on the Company unless agreed to, in writing by the Company.
9.16. Intellectual Property
Company intellectual property ("Company IP") is all inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer or intellectual property programs, methods of doing business, copyrights, trademarks, trade names, software and/or other works conceived of and/or reduced to practice or writing or otherwise relating to the Site or Services. Company IP may be created by one of more of Company's employee(s) alone or jointly with a User or Users arising from the use and development of the Services or as a result of User's feedback regarding the Site or Services ("Feedback"). All right, title and interest in any Company IP shall belong to Company and shall be subject to the conditions of this User Agreement. User hereby irrevocably assigns to Company all right, title and interest User may acquire in any Company IP. Company may, at its option, file an application for intellectual property protection for Company IP. If any such Company IP is created with User's participation, User agrees to cooperate with Company to assure that such application(s) will cover, to the best of User's knowledge, all related assets, including all features of commercial interest and importance. Company IP is the sole and exclusive property of the Company, unless otherwise stated and may not be used without the prior written consent of the Company.
9.17. Trademarks
The Site and the Company's tradenames, domain names and logos found on the Site are trademarks or service marks of the Company. No display or use of such marks may be made without the express written permission of the Company.
All trademarks, trade names, logos, and service marks featured on this website are the property of the owners of said intellectual property. The Company disclaims any associations or endorsements that may be implied through the use of the trademarks, trade names, logos or service marks of others.
9.18. Assignment
This User Agreement may not be assigned by User or by operation of law to any other person, persons, firms or corporations without the express written approval of the Company.
9.19. Entire Agreement
This User Agreement constitutes the entire agreement between the User and the Company, and it supersedes any previous agreements, whether oral or in writing, between Users and the Company. The Company may, at its sole discretion, remove or change any aspect of this User Agreement. Any change to this Agreement will become effective at the time such change is posted to the Company's website. No notice will be provided to Users regarding any change to the User Agreement. Users are encouraged to review the terms and conditions of this User Agreement frequently to ensure that they are aware of any changes. The Company will not be liable to the User for any failure to notify the User of a modification to the User Agreement.
10. SITE REGULATIONS
The technology, software, and data underlying the Site are the property of the Company or the Company's affiliates or partners. As a User, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in or otherwise transfer any right to the technology or software underlying our Site. You agree not to modify the software underlying our sites in any manner or form, or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;
(b) Publish, post, upload, email, distribute or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful content;
(c) Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, our sites, any software or hardware, or telecommunications equipment;
(d) Advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so;
(e) Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
(f) Download any file that you know or reasonably should know, cannot be legally obtained in such manner;
(g) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
(h) Restrict or inhibit any other user from using and enjoying any public area within our sites;
(i) COLLECT, STORE OR TRY TO GAIN ACCESS TO PERSONAL INFORMATION ABOUT OTHER END USERS, CUSTOMERS, SUPPLIERS OR ENTITIES THAT HAVE USED THE SITE;
(j) USE DATA ABOUT END USERS, CUSTOMERS, SUPPLIERS FROM THIS SITE FOR PERSONAL GAIN;
(k) Interfere with or disrupt our sites, servers or networks;
(l) Impersonate any person or entity, including, but not limited to, a Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(m) Forge headers, manipulate identifiers or other data in order to disguise the origin of any content transmitted through our sites, or to manipulate your presence on our sites;
(n) Take any action that imposes an unreasonably or disproportionately large load on our infrastructure.
(o) Engage in any illegal activities
User agrees to use the bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities provided on the Company's site, if any (collectively, the "Forums"), only to send and receive messages and material that are proper and related to that particular Forum.
If User chooses a username that, in our sole discretion, is obscene, indecent, abusive or which might otherwise subject us to public disparagement or scorn, the Company reserves the right, without prior notice to User, to automatically change User username, delete User posts from the Company's sites, deny User access to the Company's sites, or any combination of these options.
Unauthorized access to the Company's sites is a breach of this User Agreement and a violation of the law. User agrees not to access the Company's sites by any means other than through the interface that is provided by the Company for use in accessing its sites. User agrees not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the Company's sites except those automated means that have been approved in advance and in writing by the Company.
Use of the Company's sites is subject to existing laws and legal process. Nothing contained in this User Agreement shall limit the Company's right to comply with governmental, court and law enforcement requests or requirements relating to User use of the Company's sites.
