3. License Grant. SDI hereby grants you a limited, worldwide, non-exclusive and non-transferable license to use this Web Site. You may download, view, copy and print the Information incorporated into this Web Site solely for your internal use consistent with the provisions of this Agreement, and none of that information may be transferred, shared with or disseminated to any one for any purpose which is inconsistent with the business purpose of the Web Site, or to facilitate competition with SDI, or which is inappropriate under applicable US or international law, including laws promulgated under the laws of the United States restricting the transfer of certain information beyond the borders of the United States or to persons or entities that appear on the Office of Foreign Asset Control ("OFAC") Specially Designated Nationals and Blocked Persons list (the "OFAC List"), or any use of the Information in "prohibited transactions" as defined by OFAC or in the laws or regulations relevant to OFAC. By using this Web Site, you certify under penalties of perjury that you are not, and not affiliated with, any person or entity on the OFAC List. Notwithstanding the license granted by this section, you agree that SDI may revoke at any time, for any reason or for no reason at all, the license granted herein in its sole and absolute discretion without advance notice or compensation.
4. Use Restrictions. Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file except through the authorized use of this Web Site. Unless separately and specifically authorized in writing by SDI, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Web Site, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity. You agree to use the Web Site and Information for lawful purposes only. You hereby represent that all access by you of this Web Site is strictly for commercial, and not consumer, purposes and that you do not intend, and agree not, to use the Web Site for any personal, family or household use. You agree not to post or transmit any information through the Web Site and notify SDI if another user posts or transmits such information which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (3) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right, or (4) which is used to unlawfully collude against another person in restraint of trade and competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Web Site or Information.
5. Submissions. Subject to Section 13 below, you hereby grant to SDI and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted on the Web Site or any e-mail or other materials or Information sent by you to SDI and to incorporate it (in whole or in part) in other works in any form, media or technology now known or later developed.
6. Linking. You may not utilize any of the logos, marks, or other distinctive graphics, video, or audio material appearing on this Web Site in your links without SDI's express written permission, which SDI may withhold in its discretion. You may not link in any manner reasonably likely to: (1) imply affiliation with or endorsement or sponsorship by SDI; (2) cause confusion, mistake, or deception; (3) dilute SDI's trademarks or service marks; or (4) otherwise violate state or federal law. In addition, you may only link to the entry page of the Web Site.
7. Modification. SDI reserves the right to modify the terms and conditions of this Agreement at any time by posting such modification on the Web Site at least ten (10) days prior to the effective date of such modification unless an emergency situation exists in SDI's sole opinion that necessitates SDI taking action promptly or without notice to preserve or protect this Web Site, to cooperate with law enforcement activities, to secure from unlawful disclosure or appropriate the Information contained herein, or to protect the legitimate business interests of SDI. Such modifications may include, without limitation, changes in policies, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Web Site. SDI may also add, withdraw or modify Information within the Web Site or services provided through the Web Site at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under this Agreement on the day SDI places them on the Web Site. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions. Your access to this Web Site, or your use of any Information displayed on or obtained by way of this Web Site from and after the effective date of any posted modification constitutes your consent to the modification (even if you have advised SDI that you do not so consent) and your agreement to abide by the terms of this Agreement as modified.
8. Delays in Services. Neither SDI nor any of its licensors (including its and their officers, directors, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. SDI shall have no responsibility to provide you access to the Information or services provide by this Web Site while interruption of the Web Site due to any such cause shall continue.
9. Termination. Termination or cancellation of this Agreement shall not affect any right or relief to which SDI may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to SDI. Except as termination or restriction rights are given to SDI elsewhere in this Agreement, this Agreement and the license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons: (1) upon five (5) days written notice by either party of its intent to terminate this Agreement; (2) immediately by SDI for any unauthorized access or use by you, including: (i) concurrent access of the Web Site with identical userids; (ii) permitting another person or entity to use your userid or password to access the Web Site; or (iii) any other access or use of the Web Site except as expressly provided in this Agreement; (3) immediately by SDI if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the Web Site; (4) immediately by SDI if you attempt to tamper with or modify any portion of the Web Site itself; (5) immediately by SDI if you transmit or receive any Information using the Web Site (or cause the same) in violation of this Agreement (SDI, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or (6) immediately by SDI if you violate any of the other terms and conditions of this Agreement.
10. Monitoring. Subject to Section 13, below, you acknowledge that SDI reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the Web Site. SDI, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which SDI deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. Use of the Web Site, authorized or unauthorized, constitutes consent to such monitoring.
11. Limited Warranty. You acknowledge that portions of the Information provided through the Web Site may be compiled from and controlled by sources that are beyond the control of SDI. Though such Information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies and defects may occur, and that SDI and its licensors do not warrant the accuracy or suitability of the Information. For this reason, you acknowledge that the Web Site and Information are provided to you on an "as is, with all faults" basis. SDI AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, SDI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEB SITE, INFORMATION, OR ANY PRODUCT OR SERVICES WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR NEEDS. UNDER THIS AGREEMENT, (1) YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN THE WEB SITE OR INFORMATION, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION AND (2) YOU ASSUME ALL RISK RELATED TO THE USE OR SELECTION OF ANY SUPPLIER OF A PRODUCT OR SERVICE LINKED TO THE WEB SITE.
12. Limitation of Liability.You agree that SDI and its licensors (including its and their officers, directors, employees, affiliates, agents, representatives and subcontractors) shall not in any event be liable for any special, incidental or consequential damages arising out of the use or inability to use the Web Site and Information for any purpose whatsoever, even if caused by the joint, sole or concurrent negligence of SDI or its affiliates. If the above limitations of liabilities should fail in their essential purpose for any reason, such liability is and shall be limited to a sum equal in amount to One Hundred Dollars ($100.00) as limited damages and not as a penalty even if SDI or its affiliates have been advised of the possibility of such damages. This liability shall be complete and exclusive. The provisions contained in this section shall survive termination of this Agreement.
13. Indemnification; Express Negligence. You agree to release, indemnify, defend and hold harmless SDI, its licensors and their affiliates, officers, directors, employees, agents and representatives from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees and expenses) (collectively, "claims") of whatever kind, character or nature brought by or on behalf of any person that arise out of, are related to or in connection with this Agreement or your access or use of the Web Site or Information, even if caused, in whole or in part, by the joint, sole, or concurrent negligence, willful misconduct, strict liability or other fault, whether passive or active, of any person or entity, including any of the indemnified parties.
15. No Conflicting Terms. If there is any conflict between this Agreement and any help text, manuals, or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any User of SDI; however, this does not apply to any license agreement executed between you and SDI, nor to any private placement memorandum ("PPM") SDI may provide to you in connection with any potential investment or loan by you in or to SDI or its products or affiliates. The terms of executed license agreements or delivered PPM will prevail in the event of any conflicting terms.
16. Attorney's Fees. If SDI takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, SDI shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation.
17. Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Web Site or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action may only be brought in the state or federal courts located in Austin, Travis County, Texas, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process.
18. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
19. Copyright, Patent and Trademark Notice. All rights reserved. The Web Site and Information is the valuable, exclusive property of SDI or its licensors and SDI considers all of the Information to be its exclusive property. Nothing in this Agreement shall be construed as transferring or assigning any ownership rights in the Web Site or any of the Information to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws and patent registration laws. Except as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without SDI's prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. SDI, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of SDI. All other product names and company logos mentioned on the Web Site or Information are trademarks of their respective owners. "Scalpel Drive™", "www.scalpeldrive.com", "Digital Engine™", and the SDI logo are all trademarks of SDI. Any questions regarding the use of trademarks or copyrighted material published or packaged by SDI, either found on this site or another, should be directed to SDI by visiting the "Contact SDI" page. All links to other sites found on this Web Site are publicly available on the Internet/World Wide Web and are provided solely for the convenience of users. These sites are not sponsored by, affiliated with, or the responsibility of SDI. Unless expressly stated otherwise, the owners of all third party sites and the owners of any trademarks used on documents published on SDI's site are not affiliated with SDI and they do not sponsor or endorse SDI's site or the views expressed in these documents. Material published on this Web site, including images, articles, graphics and other content, is copyrighted by SDI. The entire contents of this Web site are also copyrighted by SDI as a collective work. This Web site may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
20. Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of SDI. Any assignment by you other than as provided for in this Section 20 shall be null and void, ab initio. Notwithstanding the foregoing, if any person or entity shall be your successor, whether by assignment, merger, operation of law, or sale of stock or assets, then such successor shall be bound by this Agreement to the same extent as if executed or entered into by such successor, and you have the affirmative obligation to notify any such successor regarding this Agreement and this provision of successor assumption of duties.
21. Entire Agreement. This Agreement is complete and effective at the time you agree to it by accessing or using the Web Site or Information. This Agreement constitutes the entire agreement between the parties, and no other agreement, written or oral, exists between you and SDI.
THE INFORMATION PRESENTED ON THIS WEB SITE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OF SDI. ANY OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES WILL ONLY BE MADE PURSUANT TO FORMAL, WRITTEN OFFERING MATERIALS PROVIDED BY SDI.
CERTAIN INFORMATION CONTAINED HEREIN CONCERNING DEMOGRAPHICS, COMPETITIVE PRODUCTS, AND ECONOMIC TRENDS IS BASED UPON OR DERIVED FROM INFORMATION PROVIDED BY THIRD-PARTIES, INCLUDING GOVERNMENT AND INDUSTRY SOURCES. SDI BELIEVES THAT SUCH INFORMATION IS ACCURATE AND THE SOURCES FROM WHICH IT HAS BEEN OBTAINED ARE RELIABLE. HOWEVER, SDI CANNOT GUARANTEE THE ACCURACY OF SUCH INFORMATION AND HAS NOT INDEPENDENTLY VERIFIED THE INFORMATION.
THIS WEB SITE MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS BY SDI REGARDING SDI'S ANTICIPATED PERFORMANCE AND THE RESULTS OF ONGOING RESEARCH AND DEVELOPMENT (R&D). ALTHOUGH SDI BELIEVES THAT IT HAS A REASONABLE BASIS FOR ALL FORWARD-LOOKING STATEMENTS, THE STATEMENTS REGARDING FUTURE PERFORMANCE AND R&D RESULTS REFLECT VARIOUS ASSUMPTIONS MADE BY SDI THAT MAY OR MAY NOT PROVE ACCURATE. THEREFORE, ACTUAL PERFORMANCE MAY DIFFER SUBSTANTIALLY FROM SDI'S PROJECTIONS.
THIS WEB SITE AND THE INFORMATION PRESENTED HERETO HAVE BEEN PREPARED SOLELY FOR THE BENEFIT OF USERS CONSIDERING A PARTNERSHIP, JOINT VENTURE, SUPPLY, CUSTOMER, EMPLOYMENT, INVESTMENT, CREDIT OR OTHER STRATEGIC RELATIONSHIP WITH SDI. BY ACCESSING THIS WEB SITE AND THE INFORMATION, EACH USER AGREES TO UTILIZE THE INFORMATION CONTAINED HEREIN AND IN ANY DOCUMENTS PROVIDED TO YOU BY SDI AS A RESULT OF YOUR USE OF THIS WEB SITE SOLELY FOR THE PURPOSES STATED ABOVE AND NOT IN COMPETITION WITH OR TO THE DETRIMENT OF SDI.
ANY REPRODUCTION, DISTRIBUTION OR USE OF THIS WEB SITE OR THE INFORMATION CONTAINED HEREIN OR IN SUCH OTHER DOCUMENTS, FOR ANY PURPOSE OTHER THAN THOSE STATED ABOVE, WHETHER IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF SDI IS PROHIBITED.