Effective: April 16, 2012
CarterEnergy Intellectual Property
You acknowledge that the Web Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by CarterEnergy or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights.
For certain aspects of the Web Site, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify CarterEnergy in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your username or password or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. CarterEnergy may refuse to grant a particular username to you for any reason, including, without limitation, in the event CarterEnergy determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.
Quotes and Calculations
The Web Site may provide the ability for Users to submit certain information through the Web Site in order to request a quote from CarterEnergy regarding CarterEnergy’s provision of specific products or services. In the event you submit information via a quote request portion of the Web Site, any factual information contained in the information you submit must be true and accurate. You acknowledge and agree that CarterEnergy’s acceptance of information from you in order to generate a quote and CarterEnergy’s provision of a quote is not a binding offer or agreement to provide any services to you, and that any provision of services by CarterEnergy shall be subject to a separate agreement entered between you and CarterEnergy based on CarterEnergy’s then-current terms and conditions. While CarterEnergy strives to create a quote that is as accurate as possible, final numbers are estimates and terms may differ from the actual quote due to any number of circumstances. CarterEnergy reserves the right to alter or modify the terms of any quote for any reason, including incomplete or inaccurate information submitted by you, credit requirements, timing requirements, errors or omissions, prior to entering a written agreement to provide services to you.
CarterEnergy may allow users to place Orders for products and/or services via the Web Site or through a third-party affiliate. “Order” shall mean any order placed by a user for products and/or services via the Web Site that is accepted by CarterEnergy. In the event that you are a User placing an Order to purchase products and/or services, you are subject to the additional terms of this section as well as any other terms and conditions regarding the purchase of such products and/or services provided by CarterEnergy throughout the Web Site or otherwise. Upon placing an Order, you agree to pay to CarterEnergy the purchase price for the products or services set forth in the Order. Prices and availability of products are subject to change without notice.
CarterEnergy uses reasonable efforts to maintain the Web Site, but CarterEnergy is not responsible for any defects or failures associated with the Web Site, any part thereof, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Web Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which CarterEnergy may undertake from time to time, or (c) causes beyond the control of CarterEnergy or which are not foreseeable by CarterEnergy.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
EXCEPT AS OTHERWISE EXPRESSLY AGREED BY CARTERENERGY, THE WEB SITE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. CARTERENERGY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARTERENERGY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOSS OF OR INJURY TO LIFE OR OTHER INTANGIBLE LOSSES (EVEN IF CARTERENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEB SITE; OR (B) ANY OTHER MATTER RELATING TO THE WEB SITE OR ANY CONTENT. IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEB SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. IN NO EVENT SHALL CARTERENERGY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEB SITE OR PURCHASING ANY PRODUCTS OR SERVICES OFFERED THEREON.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Term and Termination
Governing Law and Other Miscellaneous Terms
The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to CarterEnergy which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that CarterEnergy has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies CarterEnergy may have for your breach of this Agreement.
If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Other terms and conditions regarding your purchase of products and services from CarterEnergy may be provided throughout the Web Site or otherwise, and such terms and conditions are hereby expressly incorporated into this Agreement. Additionally, other written agreements between you and CarterEnergy may govern the parties’ relationship, the terms and conditions of which control to the extent they conflict with the terms and conditions of this Agreement. This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Web Site, Content, and products and services offered via the Web Site, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Web Site, Content and products and services sold via the Web Site. If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision. As so reformed or modified, the court shall fully enforce this Agreement. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. CarterEnergy makes no representation that Content or other material or information on the Web Site is appropriate to or available in locations outside of the United States. You may not use the Web Site or export Content in violation of United States export laws, regulations or restrictions. If you access the Web Site from outside of the United States, you are responsible for compliance with all applicable laws.