Utilimarc Website Terms of Use

These Terms of Use (“Terms of Use”) govern your use of all Utilimarc, Inc. (“we,” “us,” and “our”) websites and web applications under utilimarc.com and other websites on which these Terms of Use appear (collectively, the “Site”), and your use of the features therein. The terms of our Privacy Policy are incorporated herein by this reference. Please carefully review the information contained in our Privacy Policy. 

BY USING OR ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW.  Your use of this Site is strictly voluntary.  If you do not agree to be bound by these Terms of Use and our Privacy Policy, your only option is to discontinue the access and use of this Site. 

These Terms of Use apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with us.  If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately discontinue use of this Site.  

To access and use certain services available through the Site, you may be required to have a user account with us and you must agree to be bound by any additional applicable terms and conditions contained there. 

 1.  Collection of Visitor Information on this Site 

Any information collected at this Site and the purposes for which we may use this information are set forth in our Privacy Policy. By using this Site, you agree to waive and release us from any claim or liability in connection with the collection, use, or disclosure of information that is consistent with the terms of our Privacy Policy.   

 2.   Limitations on Use of Content 

All content, data, material, software, and technology contained on this Site or used in the operation of this website are protected by one or more copyrights, trademarks, patents, trade secrets and/or other proprietary rights owned or licensed by us and are protected under the laws of the State of Minnesota, the United States, foreign jurisdictions, and/or international treaties or laws.  Any use of these rights without our prior written permission is strictly prohibited. 

No portion or element of this Site or any of its content may be copied or retransmitted via any means without our prior written authorization. This Site, its content and all related rights shall remain our exclusive property or the property of the licensors of such content unless otherwise expressly agreed in writing. Without our prior written authorization, you may not reproduce, distribute, modify, display, perform, prepare derivative works based on, adapt, repost, or otherwise use the content, data, material or services of this Site. Use of this Site (without an additional agreement with us) does not constitute a grant of any license or other right to use or exploit any of these proprietary rights. 

 3.   Accuracy 

Information on this Site may contain typographical errors, inaccuracies, or omissions in relation to product and services descriptions, information, and other matters.  We reserve the right, but have no obligation, to correct any errors, inaccuracies, or omissions and to discontinue, change or update information or products or services at any time without prior notice. 

 4.   Disclaimer of Warranties in the Site  

THIS SITE AND ALL CONTENT, PRODUCTS, DATA, MATERIALS, AND SERVICES AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS, WITH ALL DEFECTS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.  WE MAKE NO REPRESENTATION THAT THE SITE OR ANY CONTENT, DATA OR MATERIAL IS FREE FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.  FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT CONTENT, DATA OR MATERIAL PROVIDED ON THIS SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. 

NOTHING IN THESE TERMS OF USE OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THIS SITE WILL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THIS SITE.  

YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT SUCH USE IS AT YOUR SOLE RISK. 

 5.   Limitation of Liability  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, PROVIDERS, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS SITE, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages, but they shall apply to the extent permitted by applicable law. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. 

Under no circumstances whatsoever shall our aggregate liability resulting from or relating to your use of this Site exceed Five U.S. Dollars (USD $5.00). 

 6.   Prohibited Activities on the Site 

As a visitor to or user of this Site you shall not: 

  • violate any applicable law, rule, or regulation; 
  • upload, post, use, transmit, or otherwise make available, including by e-mail, (each, a “Post”) any content or information that is false or inaccurate; 
  • Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or content that could otherwise be considered to be objectionable; 
  • Post any publicly available content that is subject to any disclosure restrictions; 
  • Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights; 
  • Post any unsolicited or unauthorized advertising or promotional materials, including without limitation, junk mail, spam, “chain letters, “pyramid schemes, or any other form of solicitation; 
  • Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment; 
  • impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization; 
  • engage in any activities or manipulate identifying material to misrepresent the origin of content; 
  • use the Site for any activity that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or information or content that could otherwise be considered to be objectionable; 
  • interfere with or otherwise limit the use of this Site by other users;  
  • collect, compile, or store personal information about other users of this Site; 
  • disrupt or interfere with the security of, operation of, or otherwise cause harm to, this Site or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through this Site or any affiliated or linked sites; 
  • modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Site; 
  • use the Site in a manner that could cause us to violate any law, rule or regulation; or 
  • use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Site or the content contained therein without our prior, express, and written permission.. 

 7.   User Content; Monitoring Activity 

You agree that you are solely responsible for the Post of any content that you make available on or send through this Site (“User Content”).  Although we have no obligation to screen, edit or monitor any of the User Content or user conduct on this Site, we reserve the right, and have absolute discretion, to remove, screen or edit any User Content and to monitor any user conduct on this Site at any time and for any reason without notice.  By the Post of User Content to this Site, you represent and warrant that (a) the User Content is non-confidential; (b) you have all necessary rights to Post the User Content to this Site and to grant us the rights you grant in these Terms of Use; (c) the User Content is accurate and not misleading or harmful in any manner; (d) the User Content, and your use and the Post thereof in connection with this Site, does not and will not violate these Terms of Use or any applicable local, state, national or international statute, regulation, or law. 

 8.   Indemnification 

You agree to indemnify and hold us, our related entities, and our and their respective successors and assigns harmless from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) that we incur or suffer which relate or arise out of any third party claim concerning your use of this Site, your failure to perform any of your obligations under these Terms of Use, or your breach of any of your representations or warranties made under these Terms of Use. 

 9.   Links to Other Web Sites 

The Site may contain links to other websites.  Additionally, other websites may contain links to this Site. We do not review or monitor the websites linked to this Site and we are not responsible for the content or policies of any other websites.  Any link established by us does not constitute an endorsement of the other websites or create a relationship between us and the operators of other websites.  We disclaim any liability with respect to your use of any other website, and you release us from any liability related to your use of any link to another website or your use of any other website.  Where this Site contains a link to another website owned and/or operated by us, such website use may be subject to different and additional terms of use and privacy policy terms and conditions. 

 10.   Changes to Terms of Use 

We may revise these Terms of Use at any time without providing notice by posting updates to these Terms of Use on this Site.  Any use of this Site following the date on which changes to these Terms of Use or the Privacy Policy are posted on this Site shall constitute your acceptance of all such changes. You expressly agree that we shall have no obligation to provide you with any notice of any changes, and you hereby expressly waive any right you may have to receive notice of any changes to these Terms of Use or the Privacy Policy. 

 11.   Continued Operation, Accessibility and Maintenance of this Site 

We may modify, change, suspend, terminate or discontinue the operation of this Site or the provision of any services without notice and we reserve the right to refuse service to anyone at any time, with or without cause. 

 12.   Access to the Site 

You are solely responsible for providing, maintaining and ensuring compatibility with the Site, and all hardware, software, electrical and other physical requirements for your use of the Site. 

 13.   Your Account 

If you have a user account on this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.  You agree to accept responsibility for all activities that occur under your account or password.  We reserve the right, without notice and in our sole discretion, to refuse or restrict access or service, terminate accounts, or remove or edit content.  If we, in our sole reasonable determination, believe that you have violated any of these Terms of Use, we may suspend or terminate your account.  You will not transfer, lease, assign, rent, or sublicense your account and you will not make the Site available for use by others through your account.  YOU WILL NOT SHARE YOUR USERNAME OR PASSWORD FOR ACCESSING THE SITE WITH ANY OTHER INDIVIDUAL OR THIRD PARTY, INCLUDING WITHOUT LIMITATION CONSULTANTS AND AGENTS. 

 14.   General Provisions 

English has been used in the preparation of these Terms of Use, and English shall be the controlling language with respect to these Terms of Use and their interpretation. 

Any failure by us to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or the right to enforce same. 

These Terms of Use shall be governed by the laws of the State of Minnesota without giving effect to any principles or conflicts of laws.  For the purpose of resolving conflicts relating to or arising out of these Terms of Use, or arising out of any other dispute or claim associated with us, you irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts in Hennepin County, Minnesota (the “Minnesota Courts”) for any litigation or dispute arising out of or relating to these Terms of Use; (ii) agree not to commence any litigation arising out of or relating to these Terms of Use except in the Minnesota Courts; (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum; and (iv) agree the Minnesota Courts represent the exclusive jurisdiction for all disputes relating to these Terms of Use. 

If any portion of these Terms of Use is held to be invalid, such holding shall not invalidate the other provisions of these Terms of Use. 

Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms of Use, including without limitation this paragraph and the warranty disclaimers and liability exclusions above.  Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction. 

You are responsible for compliance with applicable laws. 

 15.   Submissions 

Any and all questions, comments, suggestions, and similar materials or information that you send or submit to us on this Site, by a Post or otherwise (collectively, “Submissions”), shall become our property; and you hereby transfer, sell, and assign to us all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related patent, copyright, trademark, and other intellectual property rights.  We have no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions.  We shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation. 

 16.   Contact 

For questions or comments related to this Site or these Terms of Use, please email us at admin@www.utilimarc.com or send us a letter to Utilimarc, 1660 South Hwy 100 Suite 319, Minneapolis, MN 55416 U.S.A. 

 17.   Exclusions 

If you are using the Site under a written agreement with us for our provision of services to you, then Sections 3-5, 8, 11 and 14 do not apply to such use.  

Last updated May 12, 2021 

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