ATLAS WEBSITE TERMS OF USE

(July 1, 2010 “Effective Date”)

 

This Agreement contains the terms and conditions under which individuals and entities (“Users”) may access and use the ATLAS content, services, tools and other material (“Content”) at the ATLAS “Website” at atlas-ips.com.

This Agreement is effective for current and new users on their first access of the Website after the Effective Date.

Scope

On first access of the Website, each User should read and understand this Agreement and the ATLAS “Privacy Policy”. By using the Website, each User accepts this Agreement and the Privacy Policy and agrees that their terms control access of the Website and access/use of the Content for any purpose. Certain Content (on the Website or on linked sites) shall be governed by any additional and/or other terms provided with each User’s first access/use of that Content.

Certain businesses and other entities (“ATLAS Clients” which are also “Users" under this Agreement) may have written “Client Agreements” with ATLAS which also govern all access/use of the Content by any User whose access/use is granted by or through the ATLAS Clients, whether as their employees, prospective employees, agents or otherwise (the “Client Authorized Users”). All provisions of this Agreement are subject to any applicable Client Agreement. Any Client Authorized User’s access/use is deemed the access/use by the applicable ATLAS Client.

Any conflicts between terms and conditions will be controlled by those contained in the Privacy Policy, then those contained in the applicable Client Agreement, then those contained in this Agreement (and the additional and/or other terms provided with certain Content as described above).

Use

Subject to the above described agreements, the User is granted a limited, personal, nonexclusive, nontransferable, and non assignable right to access/use the Content as granted from time to time by ATLAS (in the case of Client Authorized Users, solely for the business purposes of the applicable ATLAS client) and until terminated by ATLAS in its discretion. ATLAS (and its licensors as applicable) own and retain all rights, title and interest in and to the Content, including but not limited to, all software and materials, patents, trademarks, copyrights, trade secrets, ideas, concepts, methodologies, formats, and other know-how furnished by ATLAS (and its licensors) in connection with the Content. All rights not expressly granted by this Agreement are reserved by ATLAS (and its licensors). Each User agrees to not copy, modify, translate, reverse engineer, distribute, decompile, disassemble, destroy any proprietary marks or legends on, or create derivational works from the Content and to access/use the Content only as allowed by ATLAS.

While using the Website, each User represents he/she/it is able to form legally binding contracts, will not violate any laws or third party rights, and will fully comply with this Agreement (and any applicable Client Agreement).

Without limiting other remedies, ATLAS may limit, suspend, or terminate any User’s access to the Website and/or access/use of any Content and/or alter, delay or remove Content at any time.

Fees

Each User, by accessing the Website and accessing/using the Content, agrees to pay for such in accordance the schedules of fees and charges provided and accepted by the User before such access/use. In most cases, Client Authorized Users will be not be charged as any fees and charges will be covered by the Client Agreement.

Warranty Disclaimer/ Limit of Liability

Each User acknowledges that the Content is provided “AS IS” and “AS AVAILABLE” and WITHOUT ANY REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. Any warranty and remedy provided by this Agreement are the EXCLUSIVE WARRANTY AND REMEDY PROVIDED and are in lieu of, and ATLAS DISCLAIMS, ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Atlas intends to include only accurate and up-to-date information but User acknowledges incorrect information may appear on the Website due to typographical or other errors and that Atlas is not liable for any consequences resulting from such errors. User accepts all responsibility (and Atlas is not liable for) matters inherent to Internet use, including any interruption or delay in the operation of or transmission through the Website or any computer virus or line or system failure.

ATLAS liability related to any User’s access to the Website and/or access/use of the Content is limited to the total amount of any fees and charges related to that User’s access/use (whether paid by the User or, as to any Client Authorized User, paid by an ATLAS Client).

Each User agrees that ATLAS is not liable for physical injury or property damage or any consequential, incidental, indirect, exemplary, special or punitive damages, including, without limitation, loss of profits, loss of use, transaction loss, opportunity costs, or interruption of business resulting from, arising out of, or in any way relating to any User access to the Website or access/use of the Content.

Release and Indemnity

Each User releases ATLAS (and its managers, members, officers, employees and other agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any access of the Website and/or access/use of the Content.

Each User indemnifies and holds ATLAS (and its members, managers, officers, employees and other agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the User’s breach of this Agreement, or the User’s violation of any law or the rights of a third party.

Privacy

For a complete description of how ATLAS uses and protects personal information, see the Privacy Policy. Any User objecting to any the use of any personal information as described in the Privacy Policy should NOT access the Website or access/use the Content.

No Agency

No agency, partnership, joint venture, employee-employer, franchiser-franchisee or any other relationship is intended or created by this Agreement.

Law and Disputes

This Agreement is governed in all respects by Michigan laws (without regard to conflict of law provisions) as applicable to agreements entered into and to be performed entirely within Michigan between Michigan residents. Each User agrees that any claim or dispute against ATLAS must be resolved exclusively in a state or federal court located in Kent County, Michigan and agrees to submit to the personal jurisdiction of the courts there located for that purpose.

General

ATLAS may supplement and/or amend this Agreement at any time by posting the supplemented/amended terms on the Website which terms automatically become effective ten days after being initially posted. Continued access to the Website constitutes each User’s acceptance of these supplemented/amended terms when effective.

This Agreement may not be otherwise amended except by a Client Agreement or other writing hand signed by ATLAS and the User (for this purpose, email is not a “writing” and an electronic signature is not “signed”).

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions enforced. ATLAS may assign this Agreement at any time. ATLAS’ failure to act with respect to a breach by any User doesn't waive any right to act with respect to subsequent or similar breaches.

This Agreement, together with the Privacy Policy and any applicable Client Agreement, contains the entire agreement between ATLAS and the User with respect to access to the Website and access/use of the Content.

Any questions about this Agreement must be directed to ATLAS in writing through the Contact information on the Website.