Website Terms and Conditions
THIS WEBSITE OF THE
WOODHAVEN GROUP, LLC (“Woodhaven”) AND
ALL SOFTWARE, TOOLS, INFORMATION, PRODUCTS AND SERVICES PROVIDED THROUGH THIS
WEBSITE BY WOODHAVEN (BUT EXCLUDING SOFTWARE, TOOLS, INFORMATION, PRODUCTS AND
SERVICES THAT ARE MADE THE SUBJECT OF A MUTUALLY EXECUTED MASTER SERVICES
AGREEMENT OR OTHER CONTRACT WITH WOODHAVEN) (COLLECTIVELY, “SERVICES”) ARE
GOVERNED BY THESE TERMS AND CONDITIONS.
BY USING THIS WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS
AND CONDITIONS. WOODHAVEN MAY
CHANGE THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING SUCH CHANGES ON THIS
WEBSITE AND USING REASONABLE EFFORTS TO NOTIFY USERS OF THE CHANGE. YOUR CONTINUED USE OR RECEIPT OF ANY
SERVICES FROM WOODHAVEN, SHALL CONSTITUTE YOUR
ACCEPTANCE OF ANY CHANGES TO THESE TERMS AND CONDITIONS.
Use of Website. You warrant and represent that (a) your use of this website
and all Services will be conducted in full compliance with all applicable laws,
regulations, ordinances and court orders, (b) you will not use this website or
any Services to create, upload, download, store, publish, distribute, broadcast
or otherwise disseminate any information, data or content that infringes,
misappropriates or otherwise violates any third party patent, copyright,
trademark, trade secret, right of privacy, right of publicity or any other
intellectual property right, (c) you will not use this website or any Services
to create, upload, download, store, publish, distribute, broadcast or otherwise
disseminate any pornographic, offensive, libelous or slanderous information,
data or content, (d) you will not use this website or any Services to create,
upload, download, store, publish, distribute, broadcast or otherwise
disseminate any viruses, corrupted files, malware, or any other similar
software or programs that may damage or impair the operation of any computer,
(e) you will not use this website or any Services in any manner which could
damage, disable, overburden or otherwise impair the ability of Woodhaven to
make this website or any Services available to other users or to interfere with
the use and enjoyment of this website or any Services by other users, and (f)
you will not attempt to gain unauthorized access to any Services, accounts or
information of Woodhaven or any other users.
Modification or Discontinuation of Services. Woodhaven
may modify or discontinue any or all features of this website immediately and
without notice to you. In the event
that you are dissatisfied with the website, your sole and exclusive remedy will
be to discontinue all use of the website.
Third Party Software.
By using this website, or using or
receiving any Services, you may be allowed or required to access and use
certain third party software. All
third party software is made available to you pursuant to the terms and conditions
of use of the applicable third party supplier. You warrant and represent that your use
of any such third party software will at all times conform to the terms and
conditions of use of the applicable third party supplier and that your use of
any such third party software will constitute acceptance of such third party's terms
and conditions of use. You
acknowledge and agree that Woodhaven makes no warranties or representations
regarding the performance of any third party software and that you are solely
responsible for determining the suitability of any third party software for
your business needs.
Third Party Websites.
This website of Woodhaven may contain
links to third party websites. Any
such links are provided solely as a convenience to you, and the inclusion of
any such links does not imply endorsement by Woodhaven of any third party
websites or any association between Woodhaven and the operators of any third
party websites. Any such third
party websites are not under the control of Woodhaven, and Woodhaven is not
responsible for the content of any such third party websites or any damages
incurred by you as a result of your using any such third party websites.
Use of Woodhaven Name and Trademarks. Nothing contained herein shall be
construed as a license to use the name or any trademark of Woodhaven, or any
other trademark or name of Woodhaven’s suppliers and subcontractors. You may not reference Woodhaven or its
suppliers and subcontractors in any promotional materials or press releases
without the prior written consent of Woodhaven in each and every instance which
permission may be withheld or withdrawn in the sole discretion of Woodhaven.
Defense and Indemnification. You agree to
defend, indemnify and hold harmless Woodhaven and its owners, employees,
agents, suppliers, and subcontractors from any and all claims, liabilities,
losses, costs and fees (including reasonable attorneys’ fees) which relate to,
arise from or in anyway relate to your use of this website, your receipt or use
of any Services or your violation of these Terms and Conditions including
breach of copyright, trademark or other intellectual property rights belonging
to any third party.
Disclaimer of Warranties. THIS WEBSITE AND ALL SERVICES PROVIDED
TO YOU BY WOODHAVEN AND ITS SUPPLIERS AND SUBCONTRACTORS ARE PROVIDED ON AN “AS
IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT WOODHAVEN DOES NOT REPRESENT OR
WARRANT THAT THIS WEBSITE OR ANY SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT
THE RECEIPT OR USE OF THIS WEBSITE OR ANY SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE. WOODHAVEN HEREBY
DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Disclaimer of Consequential Damages and Limitations of
WOODHAVEN AND ITS SUPPLIERS AND SUBCONTRACTORS WILL NOT BE LIABLE TO YOU
OR ANY THIRD PARTY, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR COVER DAMAGES, WHETHER BASED
IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WOODHAVEN
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WOODHAVEN AND ITS SUPPLIERS AND SUBCONTRACTORS WILL NOT BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM THE USE OR INABILITY TO
USE THIS WEBSITE, THE USE OR INABILITY TO USE ANY SERVICES, THE PROVISION OR
FAILURE TO PROVIDE ANY SERVICES, ANY LOSS OF PROFITS, ANY LOSS OF INFORMATION,
DATA OR CONTENT, OR ANY LOSS OF GOODWILL.
IN THE EVENT THAT YOU ARE DISSATISFIED WITH THIS WEBSITE OR ANY
SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THIS
WEBSITE OR THE APPLICABLE SERVICES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
Survival. Provisions contained in these Terms and
Conditions relating to use of trademarks, proprietary rights, disclaimer of
warranties, limitation of liability, indemnification, choice of law, exclusive
jurisdiction and attorneys’ fees shall survive the expiration or termination of
Assignment. You may not assign any of your rights or
obligations under these Terms and Conditions, or make commercial use of any
part of this website or Services, without the prior written consent of Woodhaven,
which may be withheld in the sole discretion of Woodhaven.
10. Proprietary Rights. Woodhaven and
its suppliers and subcontractors are the sole owners of all rights, title and
interest in and to the Services provided to you by Woodhaven. Nothing contained in these Terms and
Conditions shall be construed to assign, transfer or convey to you any right,
title or interest in or to any Services, or any patent, copyright, trademark,
trade secret or other intellectual property right of Woodhaven or its suppliers
Copyright Infringement Notification. To file a
copyright infringement notification with us, send a written communication to
our designated agent, R. Douglas Smith, President, 4560 Windledge
Circle, Zionsville, Indiana 47077, Phone: 317.716.2232, E-mail: email@example.com, that includes substantially the following (please consult
your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright
Act to confirm these requirements):
A physical or electronic signature of a
person authorized to act on behalf of the owner of an exclusive right that is
Identification of the copyrighted work
claimed to have been infringed, or, if multiple copyrighted works at a single
online site are covered by a single notification, a representative list of such
works at that site.
Identification of the material that is
claimed to be infringing or to be the subject of infringing activity and that
is to be removed or access to which is to be disabled, and information
reasonably sufficient to permit the service provider to locate the material.
Providing URLs in the body of an email is the best way to help us locate
Information reasonably sufficient to
permit the service provider to contact the complaining party, such as an
address, telephone number, and, if available, an electronic mail address at
which the complaining party may be contacted.
A statement that the complaining party
has a good faith belief that use of the material in the manner complained of is
not authorized by the copyright owner, its agent, or the law.
A statement that the information in the
notification is accurate, and under penalty of perjury, that the complaining
party is authorized to act on behalf of the owner of an exclusive right that is
12. Choice of Law and
Exclusive Jurisdiction. These Terms and Conditions shall be interpreted under the
laws of the State of Indiana without reference to its conflict of laws
rules. You acknowledge and agree
that any cause of action or litigation involving this website, any Services,
these Terms and Conditions, or any claims arising hereunder, shall be filed
exclusively in federal or state court in Marion County, Indiana and you hereby
irrevocably consent to the jurisdiction of any court in Marion County, Indiana.
13. Attorneys’ Fees. In the event
that it becomes necessary for Woodhaven to institute any action at law and/or
in equity against you to secure or protect its rights under these Terms and
Conditions, Woodhaven shall be entitled to recover on any judgment entered
therein in its favor such reasonable attorneys’ fees as may be allowed by the
court, together with such court costs and damages as provided by law.
14. No Waiver. The failure to
enforce or to require the performance at any time of any provision of these Terms
and Conditions shall not affect either the validity of these Terms and
Conditions or the right of Woodhaven to subsequently enforce these Terms and Conditions.
15. Headings. Any section
headings or captions appearing in these Terms and Conditions are included
solely for convenience of reference and shall not be construed or interpreted
to affect the meaning or interpretation of these Terms and Conditions.
16. Severability. In the event
that any provision of these Terms and Conditions is deemed unenforceable by a
court or administrative agency of proper jurisdiction, the balance of these Terms
and Conditions shall continue in full force and effect, and the unenforceable
provision(s) shall be deemed replaced by a provision(s) that carries out the
intent of the parties to the maximum extent enforceable.
Entire Agreement and Understanding. These Terms and
Conditions are the complete and exclusive statement of the agreement and
understanding between Woodhaven and you.
You acknowledge and agree that the terms and conditions contained
therein supersede all proposals, prior agreements, oral or written
representations, and all other communications between you and Woodhaven
relating to this website, the Services and the subject matter of these Terms