PLEASE READ THESE ONLINE TERMS AND CONDITIONS OF USE (THE "AGREEMENT") CAREFULLY. BY ACCESSING, USING, OR DOWNLOADING MATERIALS FROM THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THIS WEBSITE.
1. Ownership of Website. PGCX, LLC and its related companies (collectively, the "Company") are the owners of this website (the "Website"). This Website contains information, including, without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, and the arrangement and compilation of this information (collectively, the "Information") that is either owned or licensed by the Company. You may download, view, copy and print the Information incorporated into this Website solely for your non-commercial use.
2. Use Restrictions. As a condition of your use of this website, you will not use this website for any purpose that is unlawful or prohibited by this Agreement or to facilitate unfair competition with the Website. You will not use this Website in any manner that could damage, disable, overburden or impair any Company server, or the network(s) connected to any Company server, or interfere with any other party's use and enjoyment of this Website. You will not attempt to gain unauthorized access to any portions of this Website, other accounts, computer systems or networks connected to any Company server, through any means, including but not limited to hacking, password mining or other means. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available by this Website. You agree to use the Website and Information for lawful purposes only. You agree not to post or transmit any information through the Website which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (c) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right, (d) which is used to unlawfully collude against another person in restraint of trade and competition, (e) contains unauthorized or malicious software such as viruses. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website or Information.
3. Linking. You will not use any of Company's proprietary logos, marks or other distinctive graphics, video or audio material in your links without the Company's express written permission, which the Company may withhold in its sole discretion. You will not link in any manner reasonably likely to (a) imply affiliation with or endorsement or sponsorship by Company; (b) cause confusion, mistake, or deception; (c) dilute Company's trademarks or service marks; or (d) otherwise violate state or federal law. In addition, you may only link to the home page of the Website, unless otherwise authorized in writing by Company. This Website may contain links to other Websites. These links are provided for informational purposes only, and Company does not endorse, sponsor or affiliate with any linked entity unless expressly stated. Company makes no representations and assumes no responsibility for your use of links provided on the Website.
4. Passwords. You may be issued a user I.D. and/or password or other positive identifier to utilize certain portions of the Website. You are entirely responsible for maintaining the confidentiality of your password. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss that you may incur as a result of someone else using your password, either with or without your knowledge. However, you could be held liable for losses incurred by Company or another party due to someone else using your password.
5. Delays or Interruptions in Access. The Company is not liable for any loss or liability resulting, directly or indirectly, from any delay or interruption in the use of or access to the Website, whether such delay or interruption is within or beyond the control of Company. In addition, Company is not responsible for providing you access to the Website during any period of delay or interruption.
6. Termination. So long as you continue to access or use the Website, you agree to be bound by this Agreement. Your termination or cancellation of this Agreement does not affect any right or relief to which Company may be entitled at law or in equity. Without limiting the foregoing, Company has the right to immediately terminate this Agreement in the event of any conduct by you that Company considers, in its sole discretion, to be unacceptable or a violation of any of the terms or conditions of this Agreement. Company's failure to enforce any provision of this Agreement through termination or otherwise shall not constitute nor be construed as a waiver of any such provision or the right to enforce such provision in the future.
7. Monitoring. You acknowledge that Company reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the Website. Company, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which Company deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Information may be examined, recorded, copied and used for any lawful purpose. Use of the Website, authorized or unauthorized, constitutes consent to such monitoring.
8. Disclaimer of Warranties. You acknowledge that the Information and links provided through the Website are compiled from sources that are beyond the control of Company. The parties acknowledge that inaccuracies may occur and that Company and its licensors do not warrant the accuracy or suitability of the Information. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE AND INFORMATION ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR INFORMATION WILL MEET YOUR REQUIREMENTS, ARE SUITABLE FOR YOUR NEEDS, WILL BE AVAILABLE UNINTERRUPTED, OR ARE ERROR- OR VIRUS-FREE. Under this Agreement, you assume all risk of errors and/or omissions in the Website and Information, including the transmission or translation of Information. YOU ASSUME ALL RESPONSIBILITY FOR (AND THEREBY HOLD COMPANY HARMLESS FROM) DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION FROM YOUR PERSONAL COMPUTER AND/OR FROM ANY INFORMATION DOWNLOADED THERETO.
9. Limitation of Liability. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU FURTHER AGREE THAT COMPANY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITY SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO $50.00 AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Indemnification. YOU HEREBY RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS LICENSORS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE "COMPANY PARTIES") FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES) (COLLECTIVELY, "CLAIMS") OF WHATEVER KIND, CHARACTER OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO OR ARE IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS OR USE OF THE WEBSITE OR INFORMATION, EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE COMPANY PARTIES.
12. Modification. Company reserves the right, in its sole discretion and without notice, to modify the terms and conditions of this Agreement. Such modifications may include, without limitation, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. Company may also add, withdraw or modify Information within the Website or services provided through the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under this Agreement on the day Company places them on the Website. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.
13. No Conflicting Terms. If there is any conflict between this Agreement and any printed materials, help text, manuals or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any member of the Company Parties.
14. Attorney's Fees. If Company takes action (by itself or through its representatives) to enforce any provision of this Agreement, including collection of any amounts due hereunder, Company shall be entitled to recover from you (and you agree to pay) all sums or other relief to which Company is entitled, at law or in equity, as well as reasonable and necessary attorney's fees and any other costs of any litigation.
15. Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action shall be brought exclusively in the state or federal courts located in Dallas, Dallas County, Texas, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of the State of Texas as your agent for service of process. You agree to waive any objection that the state or federal courts of Dallas County, Texas, are an inconvenient forum.
16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
17. Copyright, Patent and Trademark Notice. Trademark 2019 PGCX, LLC. All rights reserved. The Website and Information are the valuable, exclusive property of Company or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without Company's prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. Company, and its associated logos, and all page headers, custom graphics, buttons and other icons are service marks, trademarks, registered service marks or registered trademarks of PGCX, LLC or its affiliates. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners.
18. Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of Company. Any assignment by you other than as provided for in this Section 18 shall be null and void for all purposes.
19. Notice and Procedure for Copyright Infringement Claim. Company, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserves the right, but not the obligation, to terminate your license to use the Website or Information if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), Company has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Company's designated agent to receive notification of claimed infringement is:
Attn: IT Manager
Three Lincoln Center
5430 LBJ Freeway, Suite 1400
Dallas, TX 75240
Any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, should be sent to the Company designated agent, listed above, and must include the following information:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed;
c. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
d. Information reasonably sufficient to permit us to contact the complaining party;
e. 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; and
f. 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 allegedly infringed.
20. Entire Agreement. THIS AGREEMENT IS COMPLETE AND EFFECTIVE AT THE TIME YOU AGREE TO IT BY ACCESSING OR USING THE WEBSITE OR INFORMATION. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND COMPANY.
21. Trademarks. The trademarks, service marks and logos listed below, including WORLDvantage (the "PGCX Marks") are the property of PGCX, LLC. No license or right to use any of the PGCX Marks is granted, whether by implication or otherwise, and use of any of the PGCX Marks is strictly prohibited unless authorized in writing by PGCX, LLC. All inquiries regarding the PGCX Marks or whether any other name, trademark, service mark or logo is the property of PGCX, LLC should be directed to PGCX, LLC, Attn: IT Manager, Three Lincoln Center, 5430 LBJ Freeway, Suite 1400, Dallas, TX 75240. Other brands, product names, trademarks, service marks and logos appearing on this Site are the property of their respective owners.