Web Site Terms of Use

PLEASE READ CAREFULLY!

All information, materials, data and electronic files of any kind whatsoever contained and posted on this CD-ROM (the “Site”) (collectively, the “MATERIALS”) are provided by Powerex, Inc., a Delaware corporation (“Powerex”), for informational purposes only and as a service to its customers and vendors to assist in their business dealings with Powerex. The MATERIALS are governed by and subject to the terms and conditions stated in these terms of use (the “Terms of Use”). By accessing, using or downloading any of the MATERIALS contained in this Site, YOU (an individual acting on behalf of yourself or a business entity) agree to be bound by these Terms of Use. If YOU do not agree to be bound by these Terms of Use, do not download or print any MATERIALS from and immediately discontinue using, this Site and the MATERIALS.

AUTHORITY.

YOU represent and warrant that YOU possess the legal right to agree to these Terms of Use. YOU agree to be responsible for any unauthorized use of the MATERIALS caused directly or indirectly by YOU.

COPYRIGHT AND TRADEMARK RIGHTS.

YOU acknowledge and agree that the MATERIALS available on this Site are protected by copyright, trademark, domain name, service marks, patents, trade secrets or other intellectual property rights and laws. Except as expressly authorized by Powerex, YOU agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the MATERIALS. All copyright privileges are reserved. “POWEREX” is a trademark of Powerex in the United States and other countries.

PERMITTED USES AND RESTRICTIONS.

Use of the MATERIALS for any purposes, including reposting, republishing or retransmission, not expressly permitted in these Terms of Use is prohibited. There is no implied consent for any repost, republication or retransmission of the MATERIALS. No part of the MATERIALS from this Site may be posted to any web page, gopher or FTP site, bulletin board system or other electronic archival database or republished or made available for a fee, except with Powerex’s express written consent. The right to use the MATERIALS is a license, not a transfer of title, and is subject to the restrictions stated in these Terms of Use. YOU may download one copy of the MATERIALS onto a single computer for the purpose of assisting YOU in the purchase and/or use of any of the products referred to in this Site, provided that YOU keep intact all copyright and other proprietary notices. YOU may also make one hard copy of such MATERIALS. You may not put a link to the Site on your web page, unless Powerex’s prior written consent is obtained. Such links do not indicate either our approval or disapproval of any content on your webpage or any other site that maintains the link. Except as expressly provided in these Terms of Use or unless YOU receive specific written permission from Powerex, YOU shall not:
(a) modify the MATERIALS or use them for any commercial purpose;
(b) assign, transfer or sublicense any rights granted to YOU through these Terms of Use;
(c) offer the MATERIALS for sale or rental;
(d) decompile, decode, reverse engineer, or disassemble any Software which is included in the MATERIALS;
(e) remove any copyright, trademark or other proprietary notices from the MATERIALS; (f) take any actions which interfere with intellectual property rights of Powerex or its affiliated companies; or
(g) copy, display, transfer, license, reproduce, publish, download, upload, post, transmit, distribute or sell, in whole or in part, the MATERIALS or use the MATERIALS to create a derivative work. Except as expressly provided in these Terms of Use, there are no other express or implied rights granted to YOU.

OWNERSHIP AND MODIFICATION OF MATERIALS.

YOU acknowledge that title, ownership and all intellectual property rights in and to the MATERIALS and any copies of the MATERIALS are owned by and remain with Powerex and its affiliated companies unless otherwise specified. The MATERIALS may be changed, improved or updated periodically at any time without notice. Powerex may also make improvements and/or changes in the products referred to in the MATERIALS without notice. In order to obtain the latest product information, data sheets, technical information or further details about any of the MATERIALS in this Site, YOU may contact the Webmaster.

PRODUCT INFORMATION.

Products are subject to availability. Please contact the Webmaster when considering the use of a product described in the MATERIALS for special applications, such as apparatus or systems for transportation, vehicular, medical, aerospace, nuclear or undersea repeater use.

DISCLAIMERS AND EXCLUSIONS.

(A) DISCLAIMER OF WARRANTIES.

POWEREX AND ITS AFFILIATED COMPANIES MAKE NO REPRESENTATIONS AS TO THE SUITABILITY OF THE PRODUCTS AND SERVICES DESCRIBED IN THE MATERIALS FOR ANY PURPOSE WHATSOEVER. THE MATERIALS ARE PROVIDED "AS IS," WITH ALL FAULTS, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

(B) LIMITATION OF LIABILITY.

The MATERIALS in this Site may contain technical inaccuracies or typographical errors. Powerex does not warrant the accuracy or completeness of the MATERIALS or the reliability of any advice, opinion, statement or other information displayed or distributed through this Site. YOU acknowledge that any reliance on any such advice, opinion, statement or other information shall be at your sole risk. Powerex and its affiliated companies assume no responsibility for any damage, liability or other loss arising from your use of the MATERIALS or any claim of infringement of any third-party's rights or a trade secret violation that arise as a result of your use of the MATERIALS. IN NO EVENT SHALL POWEREX OR ITS AFFILIATED COMPANIES BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, THE COST OF PROCUREMENT OF SUBSTITUTED GOODS, SERVICES OR TECHNOLOGIES, OR FOR ANY MATTER BEYOND ITS REASONABLE CONTROL), ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE MATERIALS, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHER ACTION IN TORT, EVEN IF POWEREX OR ONE OF ITS AFFILIATED COMPANIES WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusion or limitation for certain damages such as direct, incidental, special or consequential damages, so the above limitations may not apply to YOU.

INFORMATION FROM THIRD PARTIES.

The MATERIALS may contain information provided by third parties and/or links to Web sites operated by third parties. If YOU use such third party sites, you will leave this Site and YOU do so at your own risk. Powerex does not operate or control in any respect any third party information or Web sites, and, therefore, makes no warranty or representation regarding, and does not endorse, such information or linked Web sites or information appearing thereon. Links should not be construed as Powerex’s sponsorship or endorsement of any linked Web site or the information contained thereon or that Powerex is affiliated or associated with, or is legally authorized to use the trademark, trade name, logo or copyright symbol displayed in such third party Web sites. All other brand and product names referenced or included in the MATERIALS are trademarks or service marks of their respective holders.

INFORMATION PROVIDED BY YOU.

Powerex does not want you to, and you should not, send any confidential or proprietary information to Powerex via the Site. YOU agree that any information or materials that YOU, directly or indirectly, provide to Powerex via the Site will not be considered confidential or proprietary. By providing information and/or materials to Powerex via the Site, YOU grant to Powerex an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, transmit and distribute such information and material. YOU further agree that Powerex may use any ideas, concepts or know-how that YOU or any one acting on your behalf provides to Powerex. YOU further warrant and represent to Powerex that any information or materials provided to Powerex by YOU shall not include any information or materials that is defamatory, threatening, obscene, harassing or otherwise unlawful or that incorporates the proprietary material of a third party.

JURISDICTION AND VENUE.

This Site is owned and operated by Powerex from its offices in Youngwood, Pennsylvania of the United States of America. This Site shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania of the United States of America and, as to matters affecting copyright, trademark and patents, by United States federal law. This Site will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In addition, YOU agree that if any legal action is filed as a result of the use or inability to use the MATERIALS contained in this Site, then such action shall be filed in the Court of Common Pleas Westmoreland County in the Commonwealth of Pennsylvania or in the United States District Court for the Western District of Pennsylvania. By using this Site, YOU irrevocably consent to the jurisdiction of those courts for all disputes arising out of or relating to the use of the MATERIALS.

MODIFICATIONS.

Powerex reserves the right to change or revise these Terms of Use. Please check these Terms of Use periodically for changes and modifications. Your continued use of this Site following the posting of modifications to these Terms of Use constitutes acceptance of these changes. Powerex may terminate, change, suspend or discontinue any aspect of the Site, availability of the Site or features of the Site at any time. Powerex may also impose restrictions on features and services and may limit your access to the Site without notice or liability.

EXPORT CONTROL LAWS.

Powerex makes no representation that the MATERIALS in this Site are appropriate or available for use in the location in which YOU are situated. Accessing the MATERIALS from territories where its contents are illegal is prohibited. YOU agree that by accessing this Site, YOU do so on your own initiative and YOU are responsible for compliance with the applicable local laws. The products or technologies provided in the MATERIALS are subject to the export laws and regulations of the United States and other countries. Any diversion or re-export contrary to, or any violation of, applicable export control laws and regulations is prohibited.

NO AGENCY OR PARTNERSHIP.

YOU agree and acknowledge that no joint venture, partnership, employment or agency relationship exists between YOU and Powerex and any of its affiliated companies as a result of YOU accessing and using the MATERIALS contained in this Site. YOU acknowledge that YOU have no authority or power to bind Powerex or its affiliated companies and YOU will not represent or hold yourself out as having such authority or that YOU are a representative, agent or employee of Powerex or any of its affiliated companies. In no event shall Powerex or its affiliated companies be liable for any representation, act or omission made by YOU.

TERMINATION.

Powerex may terminate your right to use the MATERIALS at any time for any reason without incurring any liability to YOU whatsoever. Your right to use the MATERIALS shall also terminate immediately if YOU breach any term of contained in these Terms of Use. Upon termination, YOU shall immediately cease using any of the MATERIALS and destroy all versions and copies of the MATERIALS in your possession.

SEVERABILITY.

If any provision or portion of a provision of these Terms of Use is held to be invalid or unenforceable for any reason, such invalidity shall not affect the validity of the balance of that provision and/or remaining provisions of these Terms of Use, which shall remain valid and enforceable.

ENTIRE AGREEMENT.

These Terms of Use constitutes the entire agreement between YOU and Powerex with respect to this Site and supersedes all prior or contemporaneous communications and proposals in any medium between YOU and Powerex.

MISCELLANEOUS.

Any rights not expressly granted in these Terms of Use are reserved by Powerex and its affiliated companies.