WESTProtect has two different types of end users:
• We call users of the Site “Site Visitors.”
• We call users who use the WESTProtect services as part of a paid subscription plan (regardless of the subscription tier) “Subscribers.” The features and functionalities available to Subscribers are determined by the subscription tier.
We refer to these two types of end users collectively as “Users” or “you” for purposes of this Agreement. Regardless of what type of User you are, this Agreement creates a legally binding agreement between you and WEST and explains the rules governing use of the WESTProtect services and the Site. If you do not agree to this Agreement, please do not access or use the WESTProtect services or the Site.
1. Agreement. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site (unless such product or service requires a separate agreement to be entered into which separate agreement will govern for any such specific product or service), and the subject matter of this Agreement. We reserve the right in our sole discretion to add, modify or delete any documents, information or other content appearing on the Site at any time and for any reason without specific notice to you. The latest Agreement or a link thereto will always be posted on the Site and you are responsible for regularly reviewing such Agreement prior to using the Site. If you object to any additions, modifications or deletions we make to the Site, your sole recourse will be to cease using the Site. Your continued use of the Site following any such additions, modifications and/or deletions will constitute your acknowledgment thereof and agreement to be bound thereby.
2. Access and Use.
2.1 General. You are responsible, at your cost, for obtaining and maintaining all equipment and services needed to access and use the Site and for paying all charges related thereto. Your right to use the Site, including any password or right given to you to obtain information or documents, is personal to you and not transferable to any other person or entity without our prior written consent, which may be withheld in our sole and absolute discretion. Access to some content accessible from the Site may be password-controlled. If so, by registering for an account, you certify that you are an authorized representative of your company with the authority to bind your company to this Agreement. You are solely responsible for maintaining the confidentiality of your user name and password, if any, and will be liable for any and all losses incurred by WEST as a result of the misuse of your username, password or account.
2.2 Subscriber-only Site Content. You may access and use the WESTProtect services, including the software provided as part of the WESTProtect services, during the applicable subscription term, solely in connection with your internal business operations and subject to this Agreement and any separate agreement with WEST governing such specific product or service. You may not assign or grant a sub-license of your rights to use the WESTProtect services, grant a security interest in or over your rights to use the WESTProtect services, or otherwise transfer any part of your rights to use the WESTProtect services.
4. Database Usage. There are inherent dangers (such as potential infection of your system by computer viruses) in the use of any software, databases or other content available for download through the Internet, and we caution you to make sure you completely understand the potential risks before you access or download any databases or other content from the Site. If you access or download databases from the Site (“Databases”) or subscribe to any services offered through the Site, the use of such Databases or subscription to such services is subject to the terms set forth herein unless a separate agreement is required. You are solely responsible for the adequate protection and backup of your software, data and equipment, and you assume all risks associated with any Databases you may access or download.
5. Use Right. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, revocable and nonexclusive license (and not a transfer of title) for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use or enjoyment of the Site. No part of any content, form or document may be copied or reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution). We reserve the right to revoke your authorization to view, download, and print any content available on this Site at any time, and any such use shall be discontinued by you immediately upon notice from us. You may discontinue your access to the Site at any time.
You also agree not to use the Site (including, without limitation, any information or data you obtain through your use of the Site) (a) in a manner that violates any law, rule or regulation, (b) to transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, (c) to transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, (d) to transmit any material that contains any computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (e) to stalk, harass or harm another individual, or (f) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity.
6.a. User Submissions. When using the Site, you are solely responsible for providing accurate and complete information during registration and updating such information to keep it current. Other than personally identifiable information and any other information that by applicable law is required to be kept confidential, any material, information or other communications that you transmit through or post to the Site (“User Communications”) will be considered non-confidential and non-proprietary. We will have no obligations with respect to such User Communications. We and our designees will be free to copy, disclose, display, distribute, modify, incorporate and otherwise use User Communications and all data, images, sounds, texts, and other things embodied therein, without any obligation to any party whatsoever.
6.b. User Posts. PLEASE NOTE THAT ANY INFORMATION YOU POST ON THE SITE IS DISCLOSED AT YOUR OWN RISK AND A THIRD PARTY MAY VIEW, COLLECT, AND USE YOUR INFORMATION WITHOUT YOUR KNOWLEDGE OR CONSENT. WEST IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, SO PLEASE USE CAUTION WHEN DISCLOSING PERSONAL INFORMATION IN ANY POST YOU MAKE ON THE SITE.
7. Electronic Communications. When you visit the Site, you are communicating with us electronically. As part of this Agreement, you (i) consent to receive communications from us electronically by notices posted on the Site, and (ii) agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
8. Links to Third-Party Sites. We may allow access to third-party sites (“Third Party Sites”) to you as a convenience only, from which you may obtain information or services. While Third Party Sites are believed to be reliable, we are not responsible for the content, accuracy or opinions expressed in such Third Party Sites, and such Third Party Sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement of the linked Third Party Site by us. In addition, you understand that we do not operate or control the information or services offered by Third Party Sites. We are not a party to the transactions entered into between you and any Third Party Sites. You agree that use of such third party sites is at your sole risk and is without warranties of any kind by us, expressed, implied or otherwise, including warranties of title, fitness for purpose, merchantability or non-infringement. Under no circumstances are we liable for any damages arising from the transactions between you and third party sites or for any information appearing on Third Party Sites.
9. Intellectual Property. The materials and services on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of such materials or services constitutes a breach of this Agreement. Except as expressly provided herein, WEST and its suppliers do not grant any implied rights to use the materials and services on the Site. You agree not to copy, republish, frame, download, transmit, modify, reproduce, rent, lease, loan, sell, assign, distribute, display, license, sublicense, reverse engineer, or create derivative works based on the Site, its materials or services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site.
The content, organization, graphics, design, audio, animation, video, compilation, magnetic translation, digital conversion and other matters related to the Site are protected by United States law and international treaties and the copyright is held by WEST or the original creator of such items. WEST also claims copyright in the trade dress of the Site, including the look and feel attributes as well as the selection, coordination and arrangement of the content of the Site. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as expressly permitted in this Agreement, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site.
The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of WEST, its affiliates or other third parties. You are not permitted to use the Marks without the prior written consent of WEST, its affiliate, or such third party that may own the Marks.
10. Indemnification. By accessing or using the Site, you agree to indemnify, defend and hold us and our affiliated companies, employees, officers, directors and agents (collectively, “Affiliated Parties”) harmless from any and all liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site. We reserve the right, in our sole and absolute discretion and at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you agree to cooperate with our defense of such claim.
11. Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND DATABASES IS AT YOUR SOLE RISK. ANY INFORMATION YOU OBTAIN FROM OR THROUGH THE SITE IS PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY US (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE INFORMATION AND SERVICES AVAILABLE ON THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS AND OTHER LIMITATIONS AND MAY NOT OPERATE UNINTERRUPTED.
12. Limitation of Liability. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE AVAILABLE ON OR THROUGH THE SITE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE DATABASES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of certain warranties and/or the limitation or exclusion of certain damages, as set forth above in Section 11 and this section. Accordingly, some of the above disclaimers and limitations may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any warranty or limit our liability as set forth herein, the scope and duration of such warranty and the extent of our liability shall automatically be deemed to be the minimum permitted under applicable law.
13. DMCA Notices. WEST respects the intellectual property rights of all. WEST reserves the right to terminate the access of any User and/or remove content infringing the copyrights or other intellectual property rights of others. If you believe your work has been copied and/or your intellectual property rights have been otherwise infringed on this Site, you may notify WEST as follows pursuant to the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512:
DMCA Agent address:
c/o General Counsel
Williston Enterprise Solutions & Technology, LLC (WEST)
12909 SW 68th Parkway, Suite 350
Portland, OR 97223
All infringement notifications must be submitted in writing to WEST’s DMCA Agent at the postal address and/or email above listed, and must include the following:
(1) identification of the copyrighted work(s) claimed to be infringed;
(2) identification of the material or link allegedly hosting the infringing content;
(3) the copyright owner’s contact information (including mailing address, telephone number, and email address);
(4) the following statements:
(i) “I hereby state that I have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law,” and
(ii) “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or am authorized to act on behalf of the owner of the copyright that is allegedly infringed;” and
(5) the full name and electronic or physical signature of the copyright owner or the copyright owner’s agent.
14. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon (without regard to conflict of law principles). All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Portland, Oregon. You expressly submit to the exclusive jurisdiction of such courts and consent to extra-territorial service of process. Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Sections 11 and 12. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision. If a suit or an action is instituted in connection with any controversy arising out of this Agreement or to enforce any rights hereunder, the prevailing party shall be entitled to recover such amount as the court may adjudge reasonable as attorneys’ or paralegals’ fees and costs of litigation at trial or on any appeal or review, in addition to all other amounts provided by law. All rights not expressly granted herein are hereby reserved by us.