THESE TERMS AND CONDITIONS (REFERRED TO HEREAFTER AS "TERMS AND CONDITIONS") GOVERN THE USE OF THE SOPAT, INC. (d/b/a Southern Painting) AND ANY LICENSEES/ASSIGNEES (REFERRED TO HEREAFTER AS "COMPANY") WEBSITE (REFERRED TO HEREAFTER AS "WEBSITE") BY YOU, YOUR EMPLOYEES AND/OR AGENTS (REFERRED TO COLLECTIVELY HEREAFTER AS "YOU" OR "YOUR"). BY USING THE WEBSITE, YOU AGREE TO ALL OF THE PROVISIONS CONTAINED OR REFERRED TO IN THESE TERMS AND CONDITIONS. THE COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME IN ITS SOLE DISCRETION. YOUR USE OF THE WEBSITE AFTER SUCH CHANGES ARE POSTED TO THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. CONSULT THESE TERMS AND CONDITIONS REGULARLY.
- Scope. These Terms and Conditions govern Your use of the Website. In addition, the Company's Acceptable Use Policy, Legal Information & Service Level Agreement, Spam Policy and Terms of Service are incorporated into this Policy by reference.
- Permitted Use. You have a nonexclusive, nontransferable, limited, revocable right to use the Website solely for Your informational use in evaluating the Company and its services. You may not use the Website for any other purpose without the Company's express prior written consent, including and without limitation, any commercial purpose. For example: You may not, and you may not authorize any other person or entity (REFERRED TO HEREAFTER AS "PERSON") to
- i. frame the Website or any portion thereof (whereby the Website or a portion thereof will appear on a user's screen with a portion of another website, or with content or advertising of any Person) without the Company's consent, or
- ii. co-brand ("CO-BRAND" means the display of a name, logo, trademark or other means of attribution or identification of any Person in such a manner reasonably likely to give a user of the Website the impression that such Person is associated or affiliated with the Company, or has the right to display, publish, transmit or distribute the Website or content accessible within the Website) the Website or any portion thereof, or
- iii. link to any part of the Website without the Company's prior written consent.
- Proprietary Information. You acknowledge and agree that as between the Company and You, the Company is the owner of all right, title and interest in the Website and all content accessible within the Website (REFERRED TO HEREAFTER AS "CONTENT"), including and without limitation, all trademarks, service marks, trade names, patent rights, copyrights and other intellectual property are proprietary rights with respect thereto. You will not reproduce, transmit, publish, distribute, sublicense or otherwise transfer or make available to others, or edit, modify or create any derivative works of all or any part of the Website or the Content without the express written consent of the Company, other than limited printed copies of materials that you may need for Your own use and that contains all of the Company's copyright and other notices.
- Disclaimer. You may have access to a variety of third party sources of content or other resources through the use of the Website and the Internet. The Company has made no effort to verify the accuracy or suitability of any information contained in any such sources or resources, including and without limitation, any other Website that you can link to from the Website. Accordingly, the Company has no liability or responsibility whatsoever for any content provided by any other Person contained on or obtained through the Website. You acknowledge and agree that any access, use or reliance on any such third party content is at Your own risk. You understand that, except for information or services clearly identified as being supplied by the Company, the Company does not operate, control or endorse any information, products or services of any other Person on the Website or the Internet in any way. You also understand and agree that the Company does not guarantee or warrant that files available for downloading from the Website or through the Internet will be free of infection or viruses, worms, trojan horses or other malicious code that may adversely effect You, Your computer or computer systems or Your data or files. In addition, You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for protection against infection, viruses, worms, trojan horses or other malicious code, as well as the accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data.
ACCESS TO AND YOUR USE OF THE WEBSITE AND ANY INFORMATION OR SERVICES CONTAINED THEREIN ARE PROVIDED "AS IS". THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO YOUR USE OF THE WEBSITE OR THE CONTENT CONTAINED THEREIN, INCLUDING AND WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING THROUGH COURSE OF DEALING, USAGE OR TRADE PRACTICES, AND THE COMPANY HEREBY DISCLAIMS THE SAME.
- Limitation on Liability. THE COMPANY, ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING AND WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS TO YOU OR ANY OTHER PERSON (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY, INCLUDING AND WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) EXCEED THE AMOUNT, IF ANY, YOU HAVE PAID TO THE COMPANY TO USE THE WEBSITE AS PROVIDED IN THESE TERMS AND CONDITIONS FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.
- Indemnity. You will indemnify and hold the Company, its licensors, content providers, service providers, employees, agents, officers, directors and contractors (REFERRED TO HEREAFTER AS "INDEMNIFIED PARTIES") harmless from Your breach of any of these Terms and Conditions or any other terms, conditions, policies or procedures contained on the Website, including and without limitation, any use of Content other than as expressly authorized in these Terms and Conditions. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses and attorneys' fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information accessed from the Website.
- Trademarks. The names Sopat, Southern Painting, SouthernPainting.com, southernpainting.com, SouthernPainting.net, southernpainting.net, SouthernPainting.org, southernpainting.org, and the Southern Painting bucket logo and other Company marks appearing on the Website are either registered or unregistered trademarks of the Company. Other trademarks, service marks and logos appearing in this Website are the property of either the Company, its content providers or other third parties. The Company, its content providers and such third parties retain all rights with respect to any of their respective trademarks, service marks or logos.
- a. Headings. The headings of sections of these Terms and Conditions are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any section hereof.
- b. Governing Law and Jurisdiction. The validity and effect of these Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to its conflicts of laws and principles. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. ANY SUIT, ACTION OR PROCEEDING CONCERNING THE WEBSITE, ITS USE, THESE TERMS AND CONDITIONS OR CONCERNING ANY OTHER POLICY OR PROCEDURE OF THE COMPANY REGARDING USE OF THE WEBSITE MUST BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN COLLIN COUNTY, TEXAS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING; AND YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
- d. Severability. The provisions of these Terms and Conditions may be exercised and are applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms and Conditions illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms and Conditions are held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions thereof shall apply with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
- e. Waiver. No failure or delay on the part of the Company to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by the Company preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by the Company to any breach of or default in any of these Terms and Conditions shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.