Terms of Use - Haydon Kerk Motion Solutions

TERMS OF USEWelcome to our website, http://prototypes.haydonkerk.com (the “Website”). Weappreciate your interest in our business.Please take a few moments to review these Terms of Use. All access to and use of ourWebsite is governed by these Terms of Use. By using our Website you are agreeing tocomply with and be bound by these Terms of Use. If you do not agree to comply withand be bound by these Terms of Use, please do not use this Website.Modification of These Terms of UseThis Website is owned by Haydon Kerk Motion Solutions, Inc. (“Haydon Kerk”).Haydon Kerk reserves the right, at its sole discretion, to update or modify these Terms ofUse at any time and from time to time without prior notice. Any such modifications willbecome effective immediately upon its posting. We suggest that you review these Termsof Use whenever you use the Website to keep yourself apprised of any changes.Intellectual PropertyThis Website contains information, data, software, photographs, pictures, logos, icons,graphics, sounds and other material (collectively, “Content”) that are protected bycopyrights, trademarks, service marks, trade dress and other intellectual property rights.Unless otherwise noted on this Website, all right, title and interest (including allcopyrights, trademarks, service marks, trade dress and other intellectual property rights)in and to the Content is owned by Haydon Kerk or other parties who have licensed theirmaterial to Haydon Kerk. Unless other specific restrictions are noted on the Content, youmay use the Content solely for your personal, non-commercial use and may download,print or make copies of insignificant portions of the Content solely for your personal,non-commercial use, so long as you maintain and do not remove or obscure any noticescontained in the Content, such as all copyright notices, trademark legends, or otherproprietary rights notices. No right, title or interest in any downloaded printed or copiedmaterials is transferred to you as a result of any such downloading, printing or copying.Except as provided in the preceding sentence or as permitted by the fair use privilegeunder the U.S. copyright laws, you may not copy, download, upload, post, transmit,reproduce, republish, modify, distribute or create derivative works from any Content inany form without the express prior written consent of Haydon Kerk.License & Site AccessHaydon Kerk grants you a limited, non-exclusive, non-assignable and non-transferablelicense to access and make use of the Website. You agree not to download (other thanpage caching) or modify the Website, or any portion of it, except with the express writtenconsent of Haydon Kerk. This license also grants you a limited, revocable, and nonexclusiveright to create a hyperlink to the Website so long as the link does not portrayHaydon Kerk, its affiliates, or their products or services in a false, misleading,derogatory, or otherwise offensive manner. You may not use any Haydon Kerk logo orother proprietary graphic or trademark as part of the link without express writtenpermission. This license does not include any resale or commercial use of the Website or05840/001/az0928-terms of use (haydon kerk 8-9-2010).doc1

its contents; any collection and use of any product listings, descriptions or prices; anyderivative use of this Website; any downloading or copying of account information forthe benefit of a third-party; or any use of data mining, robots, or similar data gatheringand extraction tools. Any unauthorized use by you terminates the permission of thelicense granted by Haydon Kerk to you.AccountYou must be 18 years or older to use or open an account on this Website. You areresponsible for maintaining the confidentiality of your account and password. You agreeto use this Website in compliance with these Terms of Use and all applicable laws. Youalso agree to accept responsibility for all activities that occur under your account orpassword. Haydon Kerk reserves the right to refuse service, terminate or suspendaccounts, remove or edit content, or cancel orders in its sole discretion.SubmissionsAny comments, ideas, feedback, suggestions, messages, material or other submissions inwhatever form that you make available for inclusion on this Website are referred to as“User Submissions”. You hereby grant to Haydon Kerk a worldwide, perpetual,royalty-free, irrevocable, non-exclusive right and license to use, reproduce, disclose,publish, display, modify, sublicense, distribute, create derivative works from and exploitany and all User Submissions in any manner and for any purposes whatsoever, withoutcompensation to you. You warrant that you own or otherwise control all of the rights toany User Submissions you submit or post on or to the Website or otherwise transmit toHaydon Kerk. You agree that you are and shall at all times remain solely responsible forthe content of any User Submissions submitted by you, and further agree not to submitmaterials that are unlawful, defamatory, abusive or obscene. You also agree that you willnot submit anything to this Website that will violate any right of a third party, includingcopyright, trademark, privacy or other personal or proprietary rights.You understand that all User Submissions, regardless of how they may be marked, willnot be treated by us as confidential and will not be subject to any express or impliedobligations of confidentiality. Neither Haydon Kerk, nor its officers, directors, agents oremployees will be liable for any use or disclosure of any User Submissions.Links to Third Party WebsitesThis Website may be linked to third party websites which are not maintained by HaydonKerk. A link to a third party website does not constitute sponsorship, endorsement orapproval by Haydon Kerk of such third party sites. Third party websites are not underHaydon Kerk’s control and Haydon Kerk is not responsible or liable for and does notwarrant the contents of, technology implemented by, or privacy practices of any suchlinked website. You should review the privacy policy and terms of use for each of thesewebsites to make sure they are acceptable to you prior to your use. Haydon Kerkdisclaims any liability for third party links (i) from another website to the Website, and(ii) to another website from the Website.05840/001/az0928-terms of use (haydon kerk 8-9-2010).doc2

Inaccuracy DisclaimerFrom time to time there may be information on our Website that contains typographicalerrors or other inaccuracies. Haydon Kerk reserves the right to correct any errors or otherinaccuracies and to otherwise change or update information contained on this Website atany time and from time to time without prior notice. Additionally, Haydon Kerk reservesthe right to refuse or cancel orders containing any error, inaccuracy or omission, whetheror not the order has been submitted, confirmed and/or your credit card has been charged.If your credit card had been charged for the purchase and your order is canceled, HaydonKerk will issue a credit to your credit card.DISCLAIMER AND LIMITATION OF LIABILITYHAYDON KERK DOES NOT WARRANT THE ACCURACY OF INFORMATIONOBTAINED FROM THIS WEBSITE, INCLUDING ALL MATERIALS ANDINFORMATION CONTAINED HEREIN, IS PROVIDED ON AN “AS IS”, “ASAVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NOORAL ADVICE OR WRITTEN OR ELECTRONICALLY DELIVEREDINFORMATION GIVEN BY HAYDON KERK OR ITS OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORSOR THE LIKE SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREETHAT YOUR USE OF THIS WEBSITE AND ITS FEATURES IS AT YOUR SOLERISK.TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,NEITHER HAYDON KERK NOR ANY OF ITS OFFICERS, DIRECTORS, AGENTSOR EMPLOYEES SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND,INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL,PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDINGATTORNEYS’ FEES AND LOST PROFITS OR SAVINGS) INCURRED BY YOU,ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, ITSCONTENT OR ITS FEATURES (OR THE INABILITY TO USE THE SAME),INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANYINFORMATION OBTAINED FROM THE WEBSITE OR ANY CLAIMATTRIBUTABLE TO MISTAKES, ERRORS, OMISIONS, INTERRUPTIONS,DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATIONOR TRANSMISSION, OR OTHER FAILURE OR INACCURACIES IN CONTENTAPPEARING ON THE WEBSITE, WHETHER SUFFERED BY YOU OR ANYPARTY CLAIMING RIGHTS DERIVED FROM YOU, EVEN IF HAYDON KERKWAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH POTENTIALLOSS OR DAMAGE AND REGARDLESS OF ANY NEGLIGENCE OF HAYDONKERK OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES.NEITHER HAYDON KERK NOR ITS OFFICERS, DIRECTORS, AGENTS OREMPLOYEES WARRANT THAT THIS WEBSITE, ITS FUNCTIONS OR ITS05840/001/az0928-terms of use (haydon kerk 8-9-2010).doc3

SERVER WILL BE UNINTERUPTED OR ERROR-FREE OR WILL BE FREE OFVIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO THEY MAKE ANYWARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USEOF THE WEBSITE OR AS TO THE ACCURACY, RELIABILITY OR SECURITY OFANY CONTENT.HAYDON KERK DOES NOT WARRANT OR REPRESENT THE USE OF THEMATERIALS AND INFORMATION ON THIS WEBSITE IN TERMS OF THECORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.IndemnityYou agree to indemnify, defend and hold harmless Haydon Kerk and its officers,directors, agents or employees, from and against any and all liability, claims, damages,losses, costs and expenses, including without limitation reasonable attorneys’ fees andexpenses, incurred by Haydon Kerk as a result of or in connection with your use of thisWebsite in violation or breach of these Terms of Use, including, without limitation, anyclaims that User Submissions misappropriate or infringe upon the rights of any thirdparty.JurisdictionUse of this Website and these Terms of Use shall be governed by and construed inaccordance with the laws of the State of Connecticut, United States of America, withoutgiving any effect to any choice or conflict of law provision or rule (whether of the Stateof Connecticut or of any other jurisdiction) that would cause the application of the lawsof any jurisdiction other than the State of Connecticut. You hereby irrevocably consentto personal jurisdiction in the State of Connecticut and by your use of this Websitevoluntarily submit to the exclusive jurisdiction of the federal and state courts located insuch state in any action or proceeding with respect to this Website and to service ofprocess by certified mail at the last known address provided in connection with your useof the Website.NoticeExcept as explicitly stated otherwise, any notices to Haydon Kerk must be sent bycertified mail, return receipt requested, to: Haydon Kerk Motion Solutions, Inc., 1500Meriden Road, Waterbury, CT 06705.Entire AgreementThese Terms of Use incorporate by reference any notices contained on this Website andconstitute the entire agreement with respect to your access to and use of this Website. Ifany provision in these Terms of Use is unlawful, void or unenforceable, then suchprovision shall be deemed severable from the other provisions of these Terms of Use andshall not affect the validity and enforceability of such remaining terms.05840/001/az0928-terms of use (haydon kerk 8-9-2010).doc4