Terms of use

1. INTRODUCTION

Welcome to Simplaso (Simplaso) Website (the Site). This internet site offer a wide variety of resources, products and services, which may include download areas, some or all of which may be accessed through a variety of means (all of which are collectively called our "Site" or "Sites"). The term "you" or "your" includes any of your subsidiaries, affiliates, employees and parent or legal guardian.

The following terms and conditions (Terms of Use) govern your use of Simplaso (Simplaso) Website (the Site). By accessing or using our Site in any way you are agreeing to comply with these Terms of Use, our Privacy Policy and all other policies or notices posted by us on our websites including any documents, policies and guidelines incorporated by reference (referred to collectively as the "Terms"). If you do not agree to these Terms of Use, you may not use the Site.

Simplaso expressly reserves the right to modify the Terms of Use at any time in its sole discretion, and without notice to you, by including such alteration and/or modification in these Terms of Use. Any continued use by you of the Site after the posting of such modified Terms of Use shall be deemed to indicate your irrevocable agreement to such modified Terms of Use. Accordingly, if at any time you do not agree to be subject to any modified Terms of Use, you may no longer use the Site.

2. WEB SITE CONTENT

(a) Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on or form this website ( collectively, Simplaso Content) are the copyrighted works of Simplaso and its licensors, and Simplaso and its licensors expressly retain all right title and interest in and to the Simplaso Content, including without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Use, any use of Simplaso Content may violate copyright and /or other applicable laws.

(b) In addition to Simplaso Content, the Site may contain information and materials provided to Simplaso by third parties (collectively, Third Party Content). Third Party Content is the copyrighted work of its owner, which expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Use, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

(c) If you elect to display, post, submit or otherwise make available to others, on the Site any content or works of authorship, including, without limitation, images, software, audio files, text, or any other materials (collectively, User Submitted Content), you hereby grant to Simplaso a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Submitted Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Simplaso that (i) you have all necessary power, authority, right, title and/or licenses to grant to Simplaso the foregoing right and license and (ii) the posting, submission, display by you of User Submitted Content on the Site, and the exercise by Simplaso of the foregoing license does not and will not (1) violate any law or (2) infringe any intellectual property right of any third party. You hereby irrevocably agree to indemnify, defend and hold Simplaso, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses arising out of or related to any third party claim resulting from a breach of the foregoing representations and warranties.

(d) You agree not to submit or otherwise provide to the Website any information that is proprietary or confidential, or that is or may be a trade secret. Any information or ideas that you provide, submit or transmit via the Website will not be treated as proprietary or confidential, and you agree that such information may be disclosed by Simplaso to any party or used for any purpose without limitation or compensation, subject to these terms and policies.

(e) To the extent that the Site contains Simplaso Content or Third Party Content that is software available for download ("Software"), such Software is subject to, and your use of such Software is governed by, an applicable license agreement (each a License Agreement) accompanying, provided with, linked to or embedded in, such Software. You may not use any Software unless you first read and agree to all of the terms and conditions of the applicable License Agreement.

ANY SOFTWARE AVAILABLE ON THE SITE IS WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE LICENSE AGREEMENT. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE APPLICABLE LICENSE AGREEMENT, OR TO THE EXTENT NOT PERMITTED UNDER APPLICABLE LAW, SIMPLASO EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

(f) The trademarks, logos and service marks ("Marks") displayed on the Website are the property of Simplaso or other third parties. You are not permitted to use these Marks without the prior written consent of Simplaso or the third party which may own their respective Marks.

(g) Simplaso has the right, but not the obligation, to monitor Site Content, User Content and your use of the Site, including, without limitation, to determine compliance with these terms and policies. Simplaso has the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Website that we find to be in violation of these Terms of Use or is otherwise objectionable. You are solely responsible for any information you may post, transmit or otherwise make available on the Website. You acknowledge and agree that Simplaso does not have any liability for any action or inaction with respect to any conduct, communication or posting on the Website.

(h) Simplaso grants you the limited, revocable, non-transferable, non-exclusive right to use the Site and the associated Simplaso Content and Third Party Content (collectively, Site Content) by displaying the Site Content on your computer, and downloading and printing pages from the Site under the condition that (i) such activity is solely for your personal, education or other non-commercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.

3. YOUR USE OF THE SITE

(a) In connection with your use of the Site, you agree not to submit any User Content which (i) is unlawful, (ii) violates any right of publicity or invades the privacy of others, (iii) constitutes obscene, pornographic, indecent, profane or otherwise objectionable material, (iv) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, (v) is libelous or defamatory or (vi) violates any applicable law or government regulation.

(b) You may not use the Site to post, transmit or link to (i) any advertisement, promotional materials or solicitation related to any product or service that is competitive with Simplaso products or services or (ii) software or programs which contain any harmful code, including, but not limited to, viruses, worms, or Trojan horses. You may not deploy to the Site any robot, spider, site search/retrieval application, or other application designed to retrieve, index, "data mine," information from the Site.

(c) If you become a registered user of the Site in order to gain access to support or other limited access parts of the Site, you agree (i) that the information you provide to Simplaso in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that Simplaso reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use the Site to any third party without the prior written consent of Simplaso and (iv) not to permit any third party to use your user name and password to access the Site. You further agree that you are responsible for the conduct of any party that uses your account, whether or not authorized by you, and for any breach of the security of the Site related to the use of your user name and/or password.

(d) Any person or corporation posting or submitting content to the Website irrevocably agree to indemnify, defend and hold Simplaso, its affiliates, directors, officers, employees and agents harmless from and against any and all losses, costs, damages, liabilities and expenses (including attorneys’ fees) related to or arising out of such submitted content, including, without limitation, claims made by third parties related to any false advertising claims, liability claims for products or services sold by the person or corporation submitting such content, claims for patent, copyright or trademark infringement, claims relating to breach of confidentiality or misappropriation of trade secret, or claims due to disruption or malfunction of services provided (pertaining to the submitted content), even if such content is reviewed by Simplaso prior to publishing on the Website.

(e) Your access and use of the Website is governed by and subject to all applicable federal, state and local laws. Information, products and publications available on the Website may be subject to U.S. export control laws and restrictions and may also be subject to the laws of other countries, including, for example, the country where you reside. You hereby represent and warrant that (i) you understand and acknowledge that some Site Content may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site or any Site Content in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

4. LINKS TO THIRD PARTY SITES

The Site may contain links and frame sets from other websites that are not owned or operated by Simplaso, and you agree that Simplaso provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that Simplaso does not endorse such websites or any products or services associated therewith. Your use of such websites will be subject to the terms of use applicable to each such website. We encourage you to be aware when you leave our Website and to read the privacy statements of each and every website that collects personally identifiable information.

5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

(a) THE SITE AND THE SITE CONTENT ARE PROVIDED STRICTLY ON AN AS IS AND AS AVAILABLE BASIS, AND SIMPLASO MAKES NO WARRANTY THAT THE SITE OR THE SITE CONTENT IS COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, SIMPLASO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, AVAILABILITY OF THE SITE AND THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE AND/OR THE SITE CONTENT RESTS WITH YOU AND SIMPLASO MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE AVAILABILITY WILL BE UNINTERRUPTED, OR THE SITE AND/OR THE SITE CONTENT WILL BE ERROR FREE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT SIMPLASO SHALL NOT BE LIABILE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL,CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SIMPLASO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.

6. GOVERNANCE AND YOUR USE

Simplaso operates or controls the operation of this Site from offices in Sterling, Virginia, U.S.A. It can be accessed from any of the 50 states in the United States and from other countries of the world. In addition, the Site may be mirrored, and other websites operated or controlled by Simplaso may be located, at various locations in and outside of the United States. Simplaso makes no representation or warranty that all of the features of this Site will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws. Simplaso does not guarantee that the Website will always be available or accessible, and is not responsible or liable for any problems you may experience in accessing the Website or any information on it, even if Simplaso has been advised of such problems. Mention of non-Simplaso products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

7. PRIVACY POLICY

Simplaso Privacy Policy, incorporated by this reference, describes the type of information Simplaso, its Affiliates and Service Providers collect when you visit the Site and how they use that information. Please review our Privacy Policy for more information.

8. GENERAL TERMS

These Terms of Use together with our Privacy Policy and any other legal notices we have published on the Website constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Use supersede all prior or current discussions, proposals and agreements between you and Simplaso relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Use will be effective unless in writing and signed by an officer of Simplaso. If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to affect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by Simplaso may be implied from any actions or failures to enforce rights under these Terms of Use. These Terms of Use are intended to be and are solely for the benefit of Simplaso and you and do not create any right in favor of any third party. These Terms of Use will be governed by and construed in accordance with the laws of the United States and the State of Virginia without reference to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Website and these Terms of Use shall be the state courts or federal courts located in the State of Virginia and each party hereby consents to the exclusive jurisdiction and venue of such courts. All notices must be in writing and will be effective three (3) days after the date sent.