This Terms of Use Agreement (this “Agreement”) is a legal agreement between you (“you” or “your”) and Protocol & Etiquette Worldwide LLC, its affiliates, and each of their respective successors and assigns (collectively, “Protocol & Etiquette”) governing your use of (i) any service developed, operated, or maintained by Protocol & Etiquette, or accessible via http://austinprotocol.com or any other designated web site or IP address (the “Site”), (ii) the content contained therein, and (iii) any offline components provided by Protocol & Etiquette for use in connection therewith (collectively, the “Service”).
BY USING THE SERVICE, OR DOWNLOADING, INSTALLING, ACTIVATING OR USING ANY MATERIALS AVAILABLE THROUGH THE SITE, YOU ARE AGREEING THAT YOU HAVE READ, AND AGREE TO COMPLY WITH AND BE BOUND BY, THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO FOLLOW ALL APPLICABLE LAWS, DO NOT ACCESS THE SITE OR USE THE SERVICE.
1. License Grant
Subject to the terms and conditions of this Agreement, Protocol & Etiquette hereby grants you a limited, non-exclusive, non-transferable, license to access and use the Service solely on a server controlled by Protocol & Etiquette and solely for your own purposes. The license granted herein is expressly conditioned on your continued compliance with the terms and conditions of this Agreement.
2. Intellectual Property Ownership
All right, title and interest in the Service and the Site, including all copyrights, patents, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Protocol & Etiquette or its licensors, and you shall have no rights whatsoever in any of the foregoing. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Site or the Service, in whole or in part. All content and materials included as part of the Site, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of Protocol & Etiquette or its content suppliers and is protected by copyrights, trademarks, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Works are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and Protocol & Etiquette owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited.
3. Trademarks
The PROTOCOL PASSPORT name and other related names, design marks, product names, feature names and related logos are trademarks of Protocol & Etiquette and may not be used, copied or imitated, in whole or in part, without the express prior written consent of Protocol & Etiquette. In addition, the look and feel of the Service (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of Protocol & Etiquette and may not be copied imitated or used, in whole or in part, without the express prior written consent of Protocol & Etiquette.
4. Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE SERVICE IS PROVIDED “AS-IS” AND “WITH ALL FAULTS”, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROTOCOL & ETIQUETTE, INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICES PARTNERS, AGENTS AND MARKETING PARTNERS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE “PROTOCOL & ETIQUETTE PARTIES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY AND NON-INTERFERENCE; (B) NEITHER PROTOCOL & ETIQUETTE NOR ANY PROTOCOL & ETIQUETTE PARTY WARRANTS THAT (i) THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS, (ii) THE SERVICE WILL MEET YOUR REQUIREMENTS, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; (C) YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF PROTOCOL & ETIQUETTE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) PROTOCOL & ETIQUETTE AND THE PROTOCOL & ETIQUETTE PARTIES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE FORMS, DATA, REPORTS, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY YOU FROM ACCESSING AND/OR USING THE SERVICE OR OTHERWISE RELATING TO THIS AGREEMENT, AND (E) USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND NEITHER PROTOCOL & ETIQUETTE NOR ANY OF THE PROTOCOL & ETIQUETTE PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY THEREFOR.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL PROTOCOL & ETIQUETTE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOOD WILL, EVEN IF PROTOCOL & ETIQUETTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. PROTOCOL & ETIQUETTE SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF THE REMEDIES FAIL THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, YOU WOULD HAVE PAID A HIGHER FEE FOR THE SERVICE PROVIDED HEREUNDER. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
6. Modification to Terms
Protocol & Etiquette reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement for the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
7. General
a. This Agreement shall be governed by Colorado law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction or the United Nations Convention on the International Sale of Goods, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service, with the exception of claims for injunctive relief, shall be subject to the exclusive jurisdiction of the state and federal courts located Denver, Colorado.
b. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.
c. No joint venture, partnership, employment, or agency relationship exists between you and Protocol & Etiquette as a result of this Agreement or use of the Service. The failure of Protocol & Etiquette to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Protocol & Etiquette in writing.
d. If you have not entered into another agreement with Protocol & Etiquette regarding the subject matter contained herein, then this Agreement comprises the entire agreement between you and Protocol & Etiquette and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. However, if you and Protocol & Etiquette have entered into another agreement regarding the subject matter set forth herein that is a written and signed agreement between you and Protocol & Etiquette, then this Agreement should be read and interpreted in conjunction with such agreement and, in the event of a conflict between this Agreement and a written, signed agreement between the parties, the written, signed agreement shall govern and control.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@protocolww.com or call Protocol & Etiquette at (512) 306-1845.