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Terms & ConditionsThese terms and conditions of use ("Terms and Conditions") are an agreement between Tectonic Network™, a division of Return On Investment Corporation, a Delaware corporation ("Tectonic Network"), and users of Tectonic Studio ("you"). TECTONIC NETWORK IS WILLING TO GRANT YOU ACCESS TO, AND THE RIGHT TO USE, THE TECTONIC STUDIO SERVICES (DEFINED BELOW) ONLY UPON YOUR AGREEMENT THAT SUCH ACCESS AND USE WILL BE SUBJECT TO THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING ON THE "I AGREE"
BUTTON ABOVE, AS CLICKING ON THIS BUTTON WILL INDICATE YOUR ASSENT TO
THEM. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT CLICK ON THE "I
AGREE" BUTTON. IF YOU DO NOT CLICK ON THE "I AGREE" BUTTON,
THEN YOU WILL NOT BE ALLOWED TO ACCESS AND USE THE TECTONIC STUDIO SERVICES. 1. Definitions. In addition to any other terms defined in these Terms and Conditions, the following terms will have the following meanings: (a) "Tectonic Studio" means Tectonic Network's proprietary interior design Internet web site operated by or on behalf of Tectonic Network. 2. License to Tectonic Studio. (a) Upon acceptance of these
Terms and Conditions by clicking on the "I Accept" button
below, Tectonic Network grants you a personal, nonexclusive, nontransferable,
license
to access and use Tectonic Studio, subject to these Terms and Conditions,
solely for your internal purposes. The foregoing license includes the
specific
rights to use the available functionalities of the Software and to print
from Tectonic Studio. (b) Tectonic Network reserves the rights to:
(i) modify
or suspend access to Tectonic Studio at any time for any reason;
(ii) modify or change Tectonic Studio or its applicable operating
policies at any time; and (iii) interrupt Tectonic Studio service as
necessary to perform routine and non-routine maintenance, error corrections,
or
other changes. (c) The foregoing license shall NOT include any right
by you to: (i) make any portion of Tectonic Studio available to
any
third party; (ii) modify, translate, reverse engineer, decompile, disassemble
or create derivative works based on any part of Tectonic Studio;
(iii) assign sublicense, rent, lease or otherwise transfer any rights
in Tectonic Studio; (iv) remove or alter any trademark, logo, copyright
or other proprietary notice, legends or symbols in Tectonic Studio;
(v) directly or indirectly provide or facilitate access to or use of
Tectonic Studio by any third party; or (vi) assist any third party in
doing or attempting to do any of the foregoing. (d) The license granted
in this Section 2 shall terminate immediately upon: (i) Tectonic Network's
decision,
in its sole discretion, to cease making Tectonic Studio available
to users; or (ii) your violation
of any provision in these Terms and Conditions. (e) The provisions of
Sections 1, 5, 6, 7, 8, 9, 10 and 11 of these Terms and Conditions
shall
survive
the termination of this Agreement. 3. Authorized Users. Use of Tectonic Studio requires a unique ID and password (collectively, the "Site Access Information"). Tectonic Network will only issue Site Access Information to those users who accurately provide Tectonic Network with certain user information ("Authorized Users"). Each Authorized User is responsible for maintaining his or her "Site Access Information" secret and confidential. Each Authorized User shall be responsible for any communications, transactions or use of Tectonic Studio that are made using such Authorized User's Site Access Information. You represent, warrant and covenant that all information you provide to Tectonic Network is and will be complete and accurate. 4. Rules. (a) Removal of Inappropriate Content. Tectonic
Network will not systematically monitor the content that is disseminated
via
Tectonic Studio. Tectonic Network reserves the right to (i) disable access
to or delete any information which it determines in its sole discretion
to
be illegal, obscene, threatening, harassing, or otherwise offensive,
and (ii) disable access to or delete any other information under justified
exigent circumstances, as such circumstances are determined in good faith
by Tectonic Network. 5. Tectonic Studio Ownership; Restrictions and Limitations. You acknowledge that all rights, title and interests in and to Tectonic Studio are owned and retained exclusively by Tectonic Network. Except for the limited rights and license expressly provided herein, all rights, title and interest in Tectonic Studio, including all corrections, enhancements and modifications thereof, are reserved by Tectonic Network. 6. Third Party Information. You hereby acknowledge that product information appearing on Tectonic Studio originates from product manufacturers and/or distributors, not from Tectonic Network. Tectonic Network assumes no responsibility for the accuracy of such information and you agree not to rely on such information without first verifying the accuracy of such information with the applicable product manufacturer. 7. Customer Material License. You grant Tectonic Network a nonexclusive license to use information, data and other materials provided by you to Tectonic Network (collectively, "Your Material") for incorporation into Tectonic Studio for the purpose of allowing Tectonic Network to perform the Tectonic Studio services and responding to your requests or instructions. You are responsible for making back-up and archival copies of all Your Material. In no event will Tectonic Network be responsible to you or any other person for any loss, corruption or alteration of Your Material, including, without limitation, any direct, indirect or other damages of any kind. 8. Disclaimer of Warranties. TECTONIC STUDIO PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. TECTONIC NETWORK DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO TECTONIC STUDIO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, NONINFRINGEMENT, COMPATIBILITY OR SECURITY. TECTONIC NETWORK DOES NOT WARRANT THAT ACCESS TO OR USE OF TECTONIC STUDIO WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN ANY OF THE FOREGOING WILL BE CORRECTED, OR THAT THE FOREGOING WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. The provisions of this Section allocate the risks under these Terms and Conditions between Tectonic Network and You. 9. Indemnification. You agree to indemnify, defend and hold
harmless Tectonic Network, its affiliates, officers, directors, employees,
consultants
and agents from any and all claims, liability, damages and/or costs (including,
but not limited to, attorneys' fees) arising from your use of Tectonic
Studio,
your violation of these Terms and Conditions or Customer's infringement,
or your infringement of any intellectual property or other right of any
person or entity. 10. Limitation of Liability. In no event shall Tectonic Network
be liable for any damages whatsoever (including, without limitation,
damages for
loss of business profits, business interruption, loss of business information,
or any other pecuniary loss) arising out of the use of or inability to
use Tectonic Studio, even if Tectonic Network has been advised of the
possibility
of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, TECTONIC NETWORK SHALL NOT BE LIABLE TO YOU HEREUNDER
FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING REASONABLE
ATTORNEYS' FEES AND LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO
THIS
AGREEMENT OR TECTONIC STUDIO, EVEN IF TECTONIC NETWORK HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES. TECTONIC NETWORK'S TOTAL AGGREGATE
LIABILITY
TO YOU UNDER THIS AGREEMENT FOR DAMAGES, COSTS, AND EXPENSES SHALL NOT
EXCEED THE AMOUNTS, IF ANY, RECEIVED BY TECTONIC NETWORK FROM YOU IN
THE TWELVE MONTHS
PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. 11. Governing Law; Arbitration. These Terms and Conditions shall
be governed by and construed in accordance with the laws of the State
of North Carolina, without regard to the choice of law provisions thereof.
The United Nations Convention on Contracts for the International Sale
of Goods shall not apply to these Terms and Conditions. Any contract
dispute or claim arising out of, or in connection with, these Terms
and Conditions
shall be finally settled by binding arbitration in Raleigh, North Carolina,
in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the "Uniform
Arbitration Act") and the then current rules and procedures of
the American Arbitration Association by one (1) arbitrator appointed
by the
American Arbitration Association. The arbitrator shall apply the law
of the State of North Carolina, without reference to rules of conflict
of
law or statutory rules of arbitration, to the merits of any dispute or
claim. Judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction. The parties agree that, any provision
of applicable law notwithstanding, they will not request, and the
arbitrator
shall have no authority to award punitive or exemplary damages against
any party. In the event that any arbitration, action or proceeding
is
brought in connection with these Terms and Conditions, the prevailing
party shall be entitled to recover its costs and reasonable attorneys'
fees. Notwithstanding the foregoing, nothing herein shall preclude either
party from seeking injunctive relief in any state or federal court
of
competent jurisdiction in North Carolina without first complying with
the arbitration provisions of this Section 12. Complete Agreement; Amendments. These Terms and Conditions
set forth the entire agreement between you and Tectonic Network pertaining
to
the subject matter hereof, and supercede any and all written or oral
agreements previously existing between the parties with respect to such
subject matter.
These Terms and Conditions may only be amended (a) by a writing executed
on behalf of each party or (b) by the execution of new Terms and Conditions
posted on Tectonic Studio by you using an "I Accept" button
or button with similar language of assent. 13. Severability. If any provision of these Terms and Conditions is invalid or unenforceable under any statute, regulation, ordinance, or other rule of law, such term shall be deemed reformed to the extent necessary to comply with such statute, regulation, ordinance or rule, and the remaining provisions shall remain in full force and effect. In the event that reformation is not permissible under applicable law, then such invalid or unenforceable provisions shall be deleted and the remaining provisions of these Terms and Conditions shall be enforced. |