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Terms of Use

1. ACCEPTANCE OF TERMS

You acknowledge you have read, and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations regarding the transmission of technical data exported from the United States or the country in which you reside. You further agree to comply with all local laws, regulations and rules regarding online conduct and acceptable Content. You represent you have the legal authority to accept these Terms of Use on behalf of yourself or any party you represent.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITE.

2. INTENDED AUDIENCE AND USE

Capricorn Technologies provides this Web site to you, subject to these Terms of Use. This Web site and other sites that are linked to this site or affiliated with this site and all materials and services found on these sites in any form, are intended for the lawful use of Capricorn Technologies’ customers, employees and members of the general public who are over the age of 13 and citizens of the United States. Capricorn Technologies makes no representation that these materials are appropriate or available for use in other locations. Those who access the Site from other locations do so at their own risk and are responsible for compliance with applicable local laws. You acknowledge that Capricorn Technologies reserves the right at its sole discretion to refuse or terminate access to the Site by you at any time.

3. COPYRIGHT AND TRADEMARK NOTICE

"Capricorn Technologies", the Capricorn Technologies logo, and “capricorn-tech.com" are trademarks and/or service marks Capricorn Technologies. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.

4. LICENSE GRANT & OWNERSHIP BY CAPRICORN TECHNOLOGIES

a.       License. Subject to the terms and conditions of this Agreement, and until termination of this Agreement, Capricorn Technologies grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site.

b.       Ownership. All Content on the Site is owned exclusively by Capricorn Technologies or Other Providers, and is protected under applicable copyrights, patents, trademarks, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your Site Use.

5. RESTRICTIONS ON USE

a.       Prohibited Acts. Concerning your Site Use or any Content, you agree not to:

         (i) restrict or inhibit any other user from using and enjoying the Site;

         (ii) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site;

         (iii) post or transmit into or on the Site any unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful Information of any kind;

         (iv) post or transmit into or on the Site any Information or software that contains a virus, bug, worm, trojan, malware, adware or other harmful or disruptive element;

         (v) publish, republish, perform, distribute, assign, sublicense, sell, prepare derivative works, modify, lease, rent, copy, reverse compile, reverse engineer, reverse assemble, transmit, display, decompile, translate, or use the Content (other than as expressly permitted in sections 4 and 7);

         (vi) post or transmit into or on the Site any Information in violation of another party's copyright or intellectual property rights, including Information that infringes on another's rights;

         (vii) take any action which imposes an unreasonable or disproportionately large load on Capricorn Technologies' infrastructure, as determined solely by Capricorn Technologies;

         (viii) redeliver any of the Content using "framing", hyperlinks, or other technology without Capricorn Technologies' express written permission; or,

         (ix) use any device or technology to attempt to access password-protected portions of the Site.

b.       Commercial Exploitation. You agree not to reproduce or commercially exploit any Content in any form, other than as expressly provided in sections 4 and 7.

c.        Right to Regulate. You acknowledge that Capricorn Technologies has the right, but no obligation, to monitor the Site and to disclose any Information necessary to operate the Site, to protect Capricorn Technologies, its affiliates, and customers, and to comply with legal obligations or governmental requests. Capricorn Technologies reserves the right to refuse to post or to remove any Information on the Site, in whole or in part, for any reason.

d.       Law Compliance. You agree to comply with all governmental laws, statutes, ordinances, and regulations regarding your Site Use.

6. YOUR SITE USE ACTIVITIES

a.       Password-Protected Areas. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, to send Notice to Capricorn Technologies within 24 hours if your password is compromised.

b.       Unauthorized Email. You agree not to engage in the sending of any mass email messages (also known as "spamming" ) to Capricorn Technologies or its employees, or to any other email addresses found on the Site.

c.        Linked-Sites. You acknowledge that Capricorn Technologies neither endorses nor is affiliated with any Linked-Site and is not responsible for any information (including any materials, software, content, or data) that appears on the Linked-Site. No information in any Linked-Site has been investigated, confirmed, approved, or verified by Capricorn Technologies. You also acknowledge that the owner of the Linked-Site neither endorses nor is affiliated with Capricorn Technologies. If you have a dispute or claim relating to a Linked-Site, you release Capricorn Technologies from any and all such claims.

d.       Dated Materials. You acknowledge that Capricorn Technologies has no obligation to update the Site, and that there is a possibility that Content may be out of date.

e.       External Issues. You acknowledge that (i) the internet is a network of computers worldwide, and that any Information submitted by you to Capricorn Technologies necessarily is routed via third party computers to Capricorn Technologies, (ii) Capricorn Technologies is not responsible for lapses in online security and does not assume liability for improper use of your Information by a third party.

7. SUBMISSIONS OF INFORMATION BY YOU

When applicable, before submitting any Information to this Site, you agree to always check your license agreements to make sure that you do not infringe the intellectual property rights of others.

You agree that, by submitting any Information to Capricorn Technologies, you grant Capricorn Technologies a nonexclusive, worldwide, perpetual, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, reproduce, distribute, adapt, perform, display, sublicense (through multiple tiers), exploit, and prepare derivative works of the submitted Information. By submitting Information to Capricorn Technologies, you represent and warrant that you have the authority to grant such rights to Capricorn Technologies.

No Information you submit shall be deemed confidential. However, Capricorn Technologies agrees to use your Information in accordance with its Privacy Policy (if any) applicable to personally identifiable user data.

You retain ownership of any copyrights or other intellectual property rights applicable to any information you submit to Capricorn Technologies.

8. APPLICABILITY, COOPERATION & INDEMNITY

a.       Geographic Scope. Capricorn Technologies reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law.

b.       Content changes. Capricorn Technologies in its sole discretion may add, delete or change the Content at any time, without notice to you.

c.        Indemnity. You agree to indemnify, defend and hold harmless Capricorn Technologies and Other Providers against any and all liabilities, claims, damages, costs or other expenses (including attorneys' fees, costs, expenses, and expert witness fees) that arise directly or indirectly out of or from your Site Use or out of or from your breach of this Agreement.

9. LIMITED WARRANTY AND DISCLAIMER

a.       Disclaimer of Warranty. Capricorn Technologies and other content providers make no representation about the suitability of the content of this Site. This Site, and access to any Linked Site is provided to you by all content providers “as is” and “as available” with no representations or warranties of any kind, either expressed or implied. You hereby waive all warranties by Capricorn Technologies relating to your Site Use. You acknowledge that your access to the Site will not be free of interruptions, that the information herein may contain bugs, errors, problems, or other limitations, and that the Site may be unavailable from time to time. You assume total responsibility and risk for your site use and site related services.

b.       Limitation of Liability.  Under no circumstances will Capricorn Technologies or any Content Providers be liable or responsible for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or in any way relating to the Site, your Site Use or its Content, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with the site and/or its content is to cease all of your Site Use. You may have additional rights under certain laws which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

10. MISCELLANEOUS

a.       Transaction Location, Governing Law, Jurisdiction, & Venue. This Agreement shall be treated as though it were executed and performed in San Francisco, California, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of California (exclusive of conflicts of law rules). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the County of San Francisco in the State of California, consents to the extra-territorial service of process, and waives any jurisdictional, venue or inconvenient forum objections to such courts. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in San Francisco County, California. Capricorn Technologies makes no representation that the Content is appropriate or available for use in locations outside the United States of America. Those who access the Site from other locations do so at their own risk and are responsible for compliance with applicable local laws.

b.       Disputes & Attorneys' Fees. In any action to enforce this Agreement, the prevailing party will be entitled to its costs, attorneys' fees, and expenses (including expert witness fees). You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to Capricorn Technologies or Other Providers and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, Capricorn Technologies and Other Providers will be entitled to injunctive relief for any breach of this Agreement.

c.        Severability. If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding. The remaining provisions of the Agreement (including without limitation, all portions of any section of the Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, unenforceable) shall remain in full force and effect.

d.       Complete Integration. This Agreement constitutes the entire and only agreement between you and Capricorn Technologies pertaining to the subject matter hereof, and is intended to be a complete and absolute integration of the agreement between the parties. Concerning the subject matter hereof, any and all prior written agreements, representations, understandings, and warranties (collectively, "Understandings"), and all contemporaneous or prior oral Understandings between the parties are expressly superseded, cancelled, and replaced by this Agreement. You agree to review this Agreement prior to any Site Use, and each Site Use by you shall constitute and be deemed your unconditional acceptance of this Agreement. The Parties agree that this Agreement and all Information relating to your Site Use are properly authenticated documents and may be given full evidentiary weight if submitted in evidence by you or Capricorn Technologies.

e.       Revisions. This Agreement may only be modified by Capricorn Technologies, by posting a Revised Agreement on the Site. The Revised Agreement shall be effective immediately for all of your subsequent Site Use. You agree to review the Agreement periodically to be aware of the terms and conditions applicable to future Site Use.

f.         Limitations Period. Any cause of action by either party must be instituted within one (1) year after the Site Use relating to such cause of action, or be forever waived and barred.

g.       Termination. The Agreement may be terminated by either Party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all Site Use and, upon request by Capricorn Technologies, to return all Information in your possession relating to the Site, and all copies thereof.

h.       Assignment; Transfer. You shall not assign or transfer any interest in this Agreement, whether by merger, consolidation, operation of law, or otherwise without the prior written consent of an authorized executive officer of Capricorn Technologies.

i.         Waiver. No delay or omission to exercise any right or remedy accruing to Capricorn Technologies upon any breach or default by you shall impair that right or remedy, or be construed to be a waiver of any breach or default, unless contained in an express writing executed by an authorized officer of Capricorn Technologies.

j.         Construction. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.

k.        No Agency. You and Capricorn Technologies are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

l.       Conflicts. If this Agreement conflicts with a provision of any other contract between you and Capricorn Technologies relating to the Site, the provision in such other Agreement shall govern.

 

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