ARIZONA TECHNOLOGY COUNCIL
WEBSITE — USE AGREEMENT
This Website Use Agreement (our “Agreement”) is between the Arizona Technology Council (“AZTC”) and you (“your” or “yours”), and describes the terms under which you may use this website (“Website”). By using this website or clicking “I AGREE” or “SUBMIT” during any registration process on this website, you are indicating your acceptance to be bound by the terms of these Terms and Conditions.
YOU REPRESENT THAT IF YOU ARE A NATURAL PERSON YOU ARE OVER 18 YEARS OF AGE, THAT YOU RESIDE IN THE UNITED STATES, THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MUST NOT EXIT FROM THIS SITE IMMEDIATELY. AZTC MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME, AND POST THOSE CHANGES HERE. YOUR CONTINUED — USE OF THIS WEBSITE AFTER ANY SUCH CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGED AGREEMENT. IF YOU WISH TO BE NOTIFIED OF ANY CHANGES TO THIS AGREEMENT BY EMAIL, PLEASE CLICK You may register at the Website by fully and accurately completing the “Registration Form” locatedHERE AND PROVIDE A VALID EMAIL ADDRESS. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU PROVIDE SUCH EMAIL ADDRESS OR RECEIVE SUCH NOTIFICATION.
1. REGISTRATION. You may register at the Website by fully and accurately completing the “Registration Form” located IF YOU WISH TO BE NOTIFIED OF ANY CHANGES TO THIS AGREEMENT BY EMAIL, PLEASE CLICKhere and providing to AZTC full and accurate information regarding you and your business. Upon your registration, and payment to AZTC of the proper fees, you may become eligible to participate in certain AZTC sponsored events from time to time, to obtain certain benefits offered by AZTC, and to post information regarding your business at this Website as described in SECTION 2 (“CONTENT”) below.
2. CONTENT. If you have registered and paid to AZTC the proper fees, you shall have the ability to post certain information on a page at the Website designated by AZTC with respect to your business, including your trademarks, and service marks, and also the nature of your operations (collectively, “Content”).
3. LICENSE. You hereby grant to AZTC a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, paid up license, including the right to grant sublicenses, during the term of this Agreement to use, execute, publicly perform, publicly display, digitally perform, copy and create derivative works of Content in order to post Content on the Website. You understand and agree that AZTC may modify or remove Content, in whole or in part, and that nothing herein shall oblige AZTC to post Content on a particular page, or in a particular way. Without limiting the generality of the foregoing, AZTC shall have the right to edit, modify, or delete Content and may post such Content with such captions, notations, or explanations as AZTC may wish without notice to or permission from you or any third party. YOU UNDERSTAND AND AGREE THAT THERE SHALL BE NO PAYMENT OWED OR PAID TO YOU UNDER THIS AGREEMENT OR OTHERWISE.
5. COMPLIANCE WITH LAWS. You agree not to submit Content or use the Website for unlawful or wrongful purposes, including, but not limited to, distributing material that: (i) is owned by someone else; (ii) is illegal, obscene, libelous, pornographic, vulgar, harassing or discriminatory; (iii) advocates any violent or illegal act; (iv) is protected as a trade secret; or (v) is an invasion of the privacy of a third party. You also agree to comply with all AZTC’s rules and regulations and all statutes and other governmental requirements.
6. INDEMNIFICATION. You agree to indemnify, defend and hold harmless, AZTC, its parent, subsidiaries, affiliates, officers, shareholders, agents and employees from and against any and all losses, damages, liabilities, claims, demands, threats, suits or proceedings (including reasonable attorneys’ fees), made by you or any third party resulting from or arising out of Content submitted by you, your breach of this Agreement, your violation of any AZTC rules or regulations, or any statutes and other governmental requirements, or the infringement or misappropriation by you or any Content of any intellectual property or other right of any person or entity worldwide. AZTC shall use its commercially reasonable efforts to give you prompt notification of the foregoing, and AZTC shall be entitled to participate in your defense or settlement of the foregoing with counsel of AZTC’s choosing.
7. TERMINATION. AZTC may terminate this Agreement at any time upon notice to you with or without cause. If AZTC terminates this Agreement without cause, AZTC shall refund to you a pro rated portion of the registration fee, if any, paid by you. You may terminate this Agreement at any time upon notice to AZTC with or without cause, but in such case any rights and licenses granted by you under this Agreement shall continue according to their terms.
8. ASSIGNMENT. You may not assign or transfer this Agreement, in whole or in part, to any other individual or entity without the prior, written consent of AZTC, and any attempt to do so will result in the immediate termination of this Agreement for your material breach. AZTC may assign this Agreement, in whole or in part, without notice.
9. NO WARRANTIES. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER. AZTC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AZTC DOES NOT WARRANT THAT YOUR CONTENT SHALL BE POSTED, SHALL BE POSTED IN A LOCATION YOU REQUEST, OR SHALL BE SATISFACTORY TO YOU IN ANY RESPECT. AZTC DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. Some jurisdictions do not allow exclusion of certain warranties, so some of the above exclusions may not apply to you.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL AZTC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE WEBSITE, CONTENT, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, — USE, DATA OR OTHER INTANGIBLES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF AZTC EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00). Some jurisdictions do not allow exclusion of certain damages, so some of the above exclusions may not apply to you.
11. TRADEMARKS. You agree that you shall not use, directly or indirectly, any trademarks or service marks of AZTC (or any which are confusingly similar thereto), including without limitation the AZTC logo, without the prior, written permission of AZTC.
12. GENERAL PROVISIONS. In the event of any termination of this Agreement, the provisions of SECTION 3 (“LICENSE”), SECTION 4 (“– USE OF PERSONAL INFORMATION”), SECTION 5 (“COMPLIANCE WITH LAWS”), SECTION 6 (“INDEMNIFICATION”), SECTION 7 (“TERMINATION”), SECTION 9 (“NO WARRANTIES”), SECTION 10 (“LIMITATION OF LIABILITY”), SECTION 11 (“TRADEMARKS”) and SECTION 12 (“GENERAL PROVISIONS”) shall survive. Any action related to this Agreement shall be governed by the substantive laws of the State of Arizona, without regard to conflicts of laws principles. The State and Federal courts located in Maricopa County, Arizona, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any waiver of any rights of AZTC under this Agreement must be in writing, signed by AZTC, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. You and AZTC agree that any breach or threatened breach of this Agreement by you is likely to cause AZTC damage that is not fully reparable by payment of damages, and further agree that in such case AZTC shall be entitled to seek and obtain injunctive or other equitable relief to protect its rights hereunder. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous, conflicting or additional communications, negotiations or agreements.