DE BERARDINIS TERMS & CONDITION of USE
Effective Date: August 22, 2009
PLEASE READ THE TERMS OF OUR WEB SITE CAREFULLY BEFORE USING OUR WEB SITE. Your use of the Web site of De Berardinis (De Berardinis) or any of the products or services offered on the Website (Services) is subject to these Terms and Conditions of Use (Terms). We reserve the right to change the Terms and Conditions at any time without prior notification. When you use our Web site, you accept these Terms and Conditions, including any changes that we make.
Some of the Services may be subject to additional posted conditions and your use of those Services is further subject to those conditions. In the event of an inconsistency between these Terms and any additional posted conditions, the below stated provisions and additional conditions will prevail.
Unless you possess greater rights established in a separate signed agreement with us, we have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice: Restrict, suspend, or terminate your access to all or any part of our Services or the Web site; Change, suspend, or discontinue all or any part of our Services; Refuse, move, or remove any content that is available on our Web site; Establish general practices and limits concerning use of our Web site. You agree that De Berardinis will not be liable to you or any third party for taking any of these actions.
You understand and agree that our Services may include communications such as service announcements and administrative messages from us or from our organization and affiliates or business partners and that these communications are considered part of the Services. You also understand that our Services may include advertisements.
Trademarks and Logos
The use of De Berardinis trademarks, marks and logos is prohibited without our prior expressed written consent and we will strictly exercise and enforce our rights to them to the full extent of the law.
Web Site Content Our Web site includes a combination of content that we create or our affiliates and business partners create. All materials published on our Web site, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are the intellectual property of De Berardinis or our organizational affiliates or business partners. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or content on our Web site in whole or in part, other than as necessary for your own personal non-commercial use, without prior expressed written consent from us.
Our Web site contains content that we create as well as content provided by third parties. This content may include, among other things, company information, and product or service information or reviews. There may be some inadvertent inaccuracies or typographical errors in the content and hence we do not guarantee the accuracy, integrity, completeness or quality of the content on our Web site or that located at third party URLs that may be posted on our Web site.
Privacy Policy
All of the information that we collect from you, such as your e-mail address and related personal information and credit card information, is subject to our Privacy Policy. Please refer to our full Privacy Policy .
Your conduct on our Web Site
Any and all information that you choose to provide us must be true, accurate, current, and complete. You agree not to copy or imitate the design, style, or appearance of our Web site. The technology and the software underlying our Web site and the Services is the property of De Berardinis, and our affiliates and/or our business partners, expressly Nectar Inc. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Web site or the Services. You agree not to modify the software underlying our Web site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to our Web site and the Services it renders.
You agree that you will not use our Web site or its content for any of the following actions:
Harass, abuse, defame, stalk, threaten, or otherwise violate the legal rights of De Berardinis or any other person or entity;
Transmit malicious files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another individual’s or company computer/ server, our Web site, software or hardware, third party Web sites or telecommunications, and network equipment;
Restrict or inhibit any other user from using and enjoying any public area within our Web site;
Collect or store personal information about other end users;
Interfere with or disrupt our Web site, servers, or networks;
Take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
Transmit information that infringes any trademark, patent, copyright or other intellectual property right of any third party; or
Engage in any illegal activities, crimes against humanity, and/or terrorism.
Use of our Web site is subject to existing laws and legal process. Nothing contained in these Terms and Conditions will limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our Web site.
Indemnification
You hereby agree to indemnify, defend and hold De Berardinis and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, De Berardinis Parties) harmless from and against any and all liability, losses, costs, and expenses, including attorneys' fees, incurred by any De Berardinis Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of:
Your violation of the rights of De Berardinis or any other person or entity;
Your use or misuse of our Web site or any information obtained from our Web site;
Your connection to our Web site; or
Your violation of these Terms and Conditions;
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
Disclaimers
Unless you possess greater rights established in a separate signed agreement with us, we disclaim any service outages that are caused by our maintenance on the servers or the technology that underlies our Web site, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control.
WE DO NOT WARRANT THAT OUR WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR WEB SITE. OUR WEB SITE AND ITS CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL.
NEITHER WE NOR ANY OF OUR ORGANIZATIONAL MEMBERS, AFFILIATES OR BUSINESS PARTNERS MAKES ANY WARRANTY THAT (i) OUR WEB SITE WILL MEET YOUR REQUIREMENTS, (ii) OUR WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR WEB SITE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS WILL BE CORRECTED.
NEITHER WE NOR ANY OF OUR ORGANIZATIONAL MEMBERS, AFFILIATES OR BUSINESS PARTNERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR WEB SITE, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR WEB SITE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR ANY OF OUR ORGANIZATIONAL MEMBERS, AFFILIATES OR BUSINESS PARTNERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR WEB SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Arbitration
De Berardinis may elect to resolve any controversy or claim arising out of or relating to these Terms and Conditions or our Web site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual case by case basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Middlesex County, New Jersey, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a state or federal court of competent jurisdiction in the state of New Jersey, necessary to protect the rights or the property of you or De Berardinis (or its agents, suppliers, and subcontractors), pending the completion of arbitration.
Miscellaneous
Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Web site or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.
These Terms and Conditions will be construed in accordance with the laws of the State of New Jersey, and the parties irrevocably consent to bring any action to enforce these Terms and Conditions before an arbitration panel or before a court of competent jurisdiction in New Jersey if seeking interim or preliminary relief or enforcement of an arbitration award.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms and Conditions shall continue in effect.