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CAPS Inc.

LEGAL NOTICE

CAPS, Built by CAPS and THINKINGCAPS are trademarks of CAPS, Inc. All other marks referenced herein are the property of their respective owners.

TERMS AND CONDITIONS OF USE

Welcome to the CAPS website (the "Site"), which is provided by CAPS, Inc. These Terms and Conditions of Use, together with CAPS's Privacy Policy (collectively, the "Terms"), govern your use of this Site. The terms "you" or "your" means the company, entity or individual who is accessing the Site under these Terms. As these Terms constitute a legal agreement, please read these Terms carefully before accessing the Site and registering for the Site. Please note that your use of the Site constitutes your unconditional agreement to follow and be bound by these Terms. If you do not agree to them, you may not use the Site. CAPS reserves the right, in its sole discretion, to update or modify, change or otherwise alter these Terms at any time, without prior notice to you, effective upon the posting of the modified Terms on the Site. Your continued use of the Site or any materials or services accessible through it, following the posting of any such changes, constitutes your unconditional agreement to follow and be bound by these Terms. For this reason, we encourage you to review these Terms whenever you use this Site. CAPS reserves the right at any time and from time to time, to modify or discontinue, temporarily or permanently, the Site (or any part thereof). These Terms apply to the use of the CAPS Site and do not extend to any linked third party sites.

 

Permitted and Prohibited Uses.

CAPS grants you a limited license to access and make use of the Site consistent with these Terms. You may not download (other than page caching), or modify any portion of the Site, except with the express written consent of CAPS. The license to use the Site does not include any resale or commercial use of the Site or its contents or any derivative use of this Site or its contents or any use of data mining, robots or similar data gathering and extraction tools or processes. Except as otherwise provided in these Terms, you agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this Site for any purpose. By using the Site, you warrant to CAPS that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. CAPS does not grant any license or other authorization to any user of its trademarks, service marks, or copyrightable material or other intellectual property, by placing them on this Site. If you violate any of these Terms, CAPS has the right to terminate your permission to use the Site automatically. Any rights not expressly granted herein are reserved.

In addition, you may not use the CAPS Site to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. laws, rules, and regulations governing the export and re-export of commodities or technical data. You may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, or disclose via the CAPS Site any information the disclosure of which would constitute a violation of any confidentiality obligations you may have. You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject CAPS's network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of CAPS's Site. You are strictly prohibited from communicating on or through this Site any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. You are expressly prohibited from compiling and using other Users' personal information, including addresses, telephone numbers, fax numbers, email addresses or other contact information that may appear on the Site, for the purpose of creating or compiling marketing and/or mailing lists and from sending other Users unsolicited marketing materials, whether by facsimile, email, or other technological means. You also are expressly prohibited from distributing Users' personal information to third-party parties for marketing purposes. CAPS shall deem the compiling of marketing and mailing lists using Users' personal information, the sending of unsolicited marketing materials to Users, or the distribution of Users' personal information to third parties for marketing purposes as a material breach of these Terms and Conditions of Use, and CAPS reserves the right to terminate or suspend your access to and use of this Site.

 

Use of Personally Identifiable Information.

Information submitted to the CAPS Site is governed according to CAPS's then-current Privacy Policy.

You agree to provide true, accurate, current, and complete information when registering with our Site. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of this Site.

Although sections of the Site may be viewed simply by visiting the Site, in order to access some Content and/or additional features offered at the Site, you may need to sign on as a guest or register as a member. If you create an account on the Site, you may be asked to supply your name, address, a User ID and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access this Site using your account or User ID. You grant CAPS, its affiliated companies, and all other persons or entities involved in the operation of the Site the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Site and in the provision of services to you. CAPS cannot and does not assume any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using CAPS's Site. To learn more about how we protect the privacy of the personal information in your account, please visit our Privacy Policy.

 

Indemnification.

You agree to defend, indemnify and hold harmless CAPS, its employees, directors, officers, affiliated companies, agents, vendors or suppliers from and against any and all claims, damages, costs and expenses, including reasonable attorneys' fees, arising from or related to your use or misuse of the Site, including, without limitation, your violation of these Terms, the infringement by you, or any other subscriber or user of your account, of any intellectual property right or other right of any person or entity.

 

Termination.

These Terms and Conditions of Use are effective until terminated by either party. If you no longer agree to be bound by these Terms and Conditions, you must cease use of this Site. If you are dissatisfied with this Site, its Content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using this Site. CAPS reserves the right to terminate or suspend your access to and use of this Site, or parts of this Site, without notice, if we believe, in our sole discretion, that such use (i) is in violation of any applicable law; (ii) is harmful to our interests or the interests, including intellectual property or other rights, of another person or entity; or (iii) where CAPS has reason to believe that you are in violation of these Terms and Conditions of Use.

 

WARRANTY DISCLAIMER.

CAPS'S SITE AND ASSOCIATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CAPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENTOF INTELLECTUAL PROPERTY. CAPS MAKES NO REPRESENTATIONS OR WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CAPS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE. CAPS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE.

IN NO EVENT SHALL CAPS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE SITE, EVEN IF CAPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. CAPS SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE SITE. YOUR PARTICIPATION IN THE SITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAPS OR THROUGH CAPS, ITS EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE CAPS SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

 

Liability Limitation.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL CAPS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE CAPS SITE OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE CAPS SITE OR FOR ANY INFORMATION OBTAINED THROUGH THE CAPS SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CAPS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT CAPS WOULD NOT PROVIDE THE SITE ABSENT SUCH LIMITATION.

 

General.

CAPS is based in the United States. CAPS makes no claims that the Content on the Site is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the Commonwealth of Massachusetts, excluding that state's conflicts of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. The failure of CAPS to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit CAPS's rights with respect to such breach or any subsequent breaches. Any action or proceeding arising out of or related to this Agreement or your use of this Site must be brought in the state or federal courts of the Commonwealth of Massachusetts, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of this Site must be commenced within one (1) year after the claim or cause of action arises. These Terms set forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to their subject matter. The waiver of a breach of any provision of this Agreement shall not be construed as a waiver of any other or subsequent breach.

 

Links to Other Materials.

This Site may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. The fact that CAPS offers such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products referenced therein, and CAPS reserves the right to note its lack of affiliation, sponsorship, or endorsement on this Site. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, CAPS cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third party sites, and you hereby irrevocably waive any claim against us with respect to such sites.

 

Notification of Possible Copyright Infringement.

In the event you believe that material or content published on the Site may infringe on your copyright or that of another, please provide detailed written notice of such possible infringement to: Copyright Officer, CAPS Incorporated, 858 Worcester Road, Framingham, MA 01702.

 

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