Terms of Use
Welcome to Calculated Systems LLC (“CS,” “us,” or “our”). CS provides its services to you, through the Site (defined below), including its data management, data storage and data processing services (collectively, the “Services”). The Calculated Systems website and programs (the “Site”) are owned and operated by CS.
1. ACCESS.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY USING THE SITE, YOU AGREE TO THESE TERMS AND CONDITIONS. These terms and conditions of use (“Terms of Use”) apply exclusively to your access to, and use of, the Site and do not alter in any way the terms and conditions of any other agreement(s) you may have with CS. These Terms of Use apply generally to the Site and to all websites, programs and systems operated by CS (and its affiliates); however, certain restricted areas of the Site or data feeds may have additional terms and conditions.
CS operates and maintains the Site, at least in part, from Lowell, Massachusetts, USA.
2. CHANGES TO TERMS OF USE.
CS reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site, following the posting of changes, will mean that you accept and agree to all changes. As long as you comply with these Terms of Use, CS grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.
CS reserves the right to change or discontinue the Site with or without notice, including without limitation, removing features or functionality.
3. CONTACT INFORMATION.
Please address technical questions or comments about the Site to info@calculatedsystems.com.
For all other communications, please contact CS by mail at: 124 Park Avenue East, Lowell, MA 01852.
4. PRIVACY POLICY.
Please review CS’s Privacy Policy for the Site. CS’s Privacy Policy applies to use of the Site, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
5. COPYRIGHT COMPLAINTS.
CS respects the intellectual property of others and expects its users to do the same. If you believe, in good faith, that any materials from the Site infringe upon your copyrights, please send the following information to CS Copyright Agent by mail or email to: Christopher Gambino, Calculated Systems, 124 Park Avenue East, Lowell, MA 01852; Email: chris@calculatedsystems.com.
(a) Identify the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material you claim is infringed is located. Include enough information to allow CS to locate the material, and explain why you think an infringement has taken place. If multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site is allowed;
(b) Identify the allegedly infringing work and include information reasonably sufficient to allow CS to locate the material—for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
(c) Your full legal name, mailing address, telephone number, and e-mail address;
(d) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(e) A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
(f) An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
6. COPYRIGHTS, TRADEMARKS, AND PERMISSIONS.
You acknowledge and agree that CS or third parties granting rights to CS hold title to any and all materials on the Site, the underlying software of the Site, and related technology, including all intellectual property rights therein. All content including text, graphics, user interfaces, visual interfaces, photographs, trademarks, artwork, metadata and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned by, controlled by, or licensed by CS, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You do not acquire or have any ownership, license, or other proprietary interest in the Site, Content, or any information contained on or provided by the Site. All rights not expressly granted in the Terms of Use are reserved by CS.
CS authorizes you to view and use the Site solely for your personal informational and non-commercial use and downloading is limited to one electronic or hard copy of limited portions. If you download or print any pages or Content, you must: (a) not remove any proprietary notice language in all copies of such documents; (b) use such information only for your personal, non-commercial informational purpose and not copy or post such information on any networked computer or broadcast it in any media; (c) make no modifications to any such information; and (d) not make any additional representations or warranties relating to such documents.
Except as expressly provided in these Terms of Use, no part of the Site or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without express prior written consent from CS.
You will not frame or use framing techniques to enclose any portion of this Site or the Content without the express prior written consent of CS. You will not use metatags or any other hidden text using the CS name or trademarks and service marks without the express prior written consent of CS.
No commercial use of the information on or under the Site is licensed or permitted. The use of automated systems (robots, spiders, or any other data-mining or similar data-gathering and extraction tools) to access, acquire, extract or download information from the Site is expressly prohibited where such systems are employed in connection with commercial objectives (other than indexing for search engines), or in a fashion that directly or indirectly violates any privacy interests.
The words “Calculated Systems,” the CS logos, and the products and services described in the Site are either trademarks, trade names, or service marks of CS and its licensors, or are the property of their respective owners. These marks may not be copied, imitated, or used, in whole or in part, without the express prior written permission of CS or their respective owners, and then with the proper acknowledgments. In addition, page headers, custom graphics, button icons, and scripts may be service marks, trademarks, or trade dress of CS, and may not be copied, imitated, or used, in whole or in part, without the express prior written permission of CS.
You will not reverse engineer or attempt to derive the source code of the Site. You will not send automated queries to the Site without the prior written approval of us. You will not use the Site to sell a product or service or to advertise or direct activity to other websites. You will not decompile, reverse engineer or otherwise manipulate or work with the software or software architecture of the Site. You will not use any robot, or any other automatic device and you will not use any manual process to monitor or to copy any information from the Site for any unauthorized purpose. You will not use any automatic device, software, or other routine to interfere with or attempt to interfere with the functioning of the Site. You will not interfere with the operation of the Site or any other party’s use of the Site.
You will not use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site. CS reserves the right to bar any such activity.
You will not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any CS server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You will not probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You will not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any other customer of CS, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or CS’s systems or networks, or any systems or networks connected to the Site or to CS. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to CS on or through the Site or any service offered on or through the Site. You will not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You will not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of CS or others. You will not transmit, install, upload, post or otherwise transfer any information in violation of the laws of the United States or any other country in which you reside.
7. USER’S REPRESENTATIONS, WARRANTIES AND COVENANTS.
You hereby represent, warrant and covenant that the use of the Site has not and shall not violate any applicable local, national or international law, including, without limitation, any regulations having the force of law. You hereby covenant not to impersonate another person in the use of the Site or the sending of any email to an address listed on the Site.
8. YOUR CONTENT.
To use the Site, you may need to submit search terms. CS will collect and use the search terms to provide the search services requested by you and you give CS permission to do so.
9. SUBMISSIONS.
Except as otherwise provided in a separate written agreement between you and CS, you agree that any materials, including but not limited to questions, comments, suggestions, ideas, notes, drawings, original or creative materials, or other information, provided by you in the form of e-mail or electronic submissions to CS, or postings at the Site, are nonconfidential and shall become the sole and exclusive property of CS to the fullest extent permitted by applicable law. CS shall own all exclusive rights and shall be entitled to the unrestricted use of these materials for any and all purposes, commercial or otherwise, without acknowledgment or additional compensation to you. In the event applicable law operates to prevent CS from becoming the sole owner of any such property, then this provision shall be effective as granting to CS (with rights of assignment) a perpetual, worldwide, paid-in-full, nonexclusive right (including any and all moral rights) and license to make, use, sell, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in any such material.
10. DISCLAIMER.
YOU USE THE SITE AT YOUR OWN RISK. CS DOES NOT REVIEW OR EDIT SEARCH RESULTS, RELATED CONTENT, OR THIRD PARTY ADVERTISEMENTS. CS DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. CS CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY CS’S SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST CS FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT YOUR USE OF OR RELIANCE UPON ANY INFORMATION OBTAINED THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
The above disclaimer applies to any damages, liability or injuries caused by a failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
CS reserves the right to do any of the following, at any time, without notice to: (a) modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (b) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (c) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
11. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT CS WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT DAMAGES, OR FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST TIME), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH ANY ACCESS TO THE SITE OR ANY VIEWING OR USE OF ANY INFORMATION ON OR THROUGH THE SITE OR ANY CONTRACTUAL OR OTHER DEALINGS OR RELATIONSHIPS YOU MAY HAVE WITH THIRD PARTIES BASED UPON ANY INFORMATION INCLUDED IN OR THROUGH THE SITE. IN NO EVENT WILL CS’S AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO YOUR USE OF THE SITE EXCEED $100. YOU ACKNOWLEDGE THAT NO SUBSCRIPTION OR OTHER FEES ARE REQUIRED FOR YOUR ACCESS TO THE SITE AND THE LIMITATIONS IN THIS PARAGRAPH ARE REASONABLE AND APPROPRIATE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Except where prohibited by law, in no event will CS be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if CS has been advised of the possibility of such damages.
12. INDEMNIFICATION.
You shall indemnify, defend, and hold CS, its subsidiaries, affiliates, officers, employers, directors, shareholders, predecessors, successors in interest, and other agents, harmless from and against any claim, demand, suit, cause of action, proceeding, loss, liability, damage or expense (including reasonable attorney fees) arising out of or related to your use of the Site, including, without limitation, any violations by you of the Terms of Use and your use of or reliance on any search results.
13. VIOLATION OF THESE TERMS OF USE.
CS may disclose any information CS has about you (including your identity) if CS determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) CS’s rights or property, or the rights or property of visitors to or users of the Services or Site, including CS’s customers. CS reserves the right at all times to disclose any information that CS deems necessary to comply with any applicable law, regulation, legal process or governmental request. CS also may disclose your information when CS determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that CS may preserve any transmittal or communication by you with CS through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or if CS determines that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any such data violates the rights of others; or (d) protect the rights, property or personal safety of CS, its employees, users of or visitor to the Site, and the public.
You agree that CS may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if CS determines that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to CS, for which monetary damages would be inadequate, and you consent to CS obtaining any injunctive or equitable relief that CS deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies CS may have at law or in equity.
You agree that CS may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to): (i) requests by law enforcement or other government agencies, (ii) a request by you, (iii) discontinuance or material modification of the Site or any service offered on or through the Site, or (iv) unexpected technical issues or problems.
If CS does take any legal action against you as a result of your violation of these Terms of Use, CS will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to CS. You agree that CS will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.
14. GOVERNING LAW/JURISDICTION.
These Terms of Use and your access to and use of information from the Site is governed by the laws of the State of Michigan, without regard to any conflict of laws rules. All claims, suits, or causes of action arising out of or relating to these terms or the services will be litigated exclusively in the federal or state courts of Oakland County, Michigan, USA, and you and CS consent to personal jurisdiction in those courts.
Rules governing collection, use and sharing personal information are set forth in the Privacy Policy of CS to be found here that incorporate by reference to the Terms of Use and constitutes a part thereof.
15. ENTIRE AGREEMENT.
This Terms of Use constitutes the entire agreement between you and CS regarding your access to the Site and your reproduction and use of any information from the Site. Any waiver of any term or condition of this Terms of Use shall not be effective unless in a written document signed by an authorized representative of CS. This Terms of Use control the relationship between CS and you. They do not create any third party beneficiary rights. If you do not comply with the Terms of Use, and CS does not take immediate action, this doesn’t mean that CS is giving up any rights that CS may have (such as taking action in the future). If it turns out that a particular term is not enforceable as written, then it shall be enforceable to fullest extent permitted by law and will not affect any other terms.
16. WAIVER.
No waiver by CS of any right under or term or provision of these Terms of Use will be deemed a waiver of any other right, term or provision of these Terms of Use at that time or a waiver of that or any other right, term or provision of these Terms of Use at any other time.
17. GENERAL
If any provision of this Terms of Use is held to be invalid or unenforceable, such provision shall be struck from these Terms of Use and the remaining provisions shall remain in full force and effect. These Terms of Use shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. The parties have required that this Terms of Use and all documents relating thereto be drawn-up in English. A person who is not a party to the Terms of Use shall not have any rights hereunder or pursuant to the Contracts (Rights of Third Parties) Act of 1999 or otherwise.
18. LANGUAGE
It is at the express consent of the parties that the present agreement be written in English.
