Use of the Website The Website is protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. You may only use the Website for informational use; provided, however, if you are a customer or agent accessing the on-line services and/or agent pages of the Website, subject to login and other restrictions, you may use such portions of the Website for their intended commercial purposes. This permission terminates automatically if you breach any of the Terms or other terms and conditions set forth in any agreement between you and LayerX. All other uses of the Website, including, without limitation, uploading, downloading, modification, publication, transmission, participation in the transfer or sale of, copying, reproduction, republishing, creation of derivative works from, distribution, performance, display, incorporation into another website, reproducing the Website (whether by linking, framing or any other method), or in any other way exploiting any of the Website, in whole or in part, or downloading and using software repeatedly for uses other than those expressly permitted may not be made without LayerX's prior express written consent. You are expressly prohibited from posting or transmitting to or from the Website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material, or any other material that could give rise to any civil or criminal liability under applicable law.
Passwords and User IDs There are portions of the Website which require you to create and/or supply a password and user identification (collectively, "Password and User ID"). It is extremely important that you keep your Password and User ID completely confidential. Anyone with access to your Password and User ID will be able to view your information and communicate with LayerX as if that person were you. You agree to keep confidential and not share your Password or User ID with anyone. You will be solely and exclusively responsible and liable for any use or access of the Website by any person or entity who gains access to through the use of your Password and User ID. It is therefore your responsibility to prevent disclosure of your Password and User ID, and to change your Password if you feel that their security has been compromised.
Intellectual Property Rights The Website contains registered and non-registered trademarks of LayerX and third parties including, without limitation, LayerX™, and all data, software, text, typefaces, graphics, logos, button icons, images, interfaces audio clips, designs, illustrations, configurations, displays, screens, concepts and other materials and information appearing on, displayed in connection with, embodied in, or contained within or relating to the Website (such as the selection and arrangement of materials therein and the "look and feel" thereof) (collectively, "LayerX Intellectual Property"), are the exclusive property of LayerX and its licensors. The reproduction, modification, distribution, transmission, republication, display, removal or deletion of LayerX Intellectual Property, in whole or in part, in all forms, media and technologies now existing or hereafter developed, is strictly prohibited. Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any LayerX Intellectual Property.
Links to Third Party Websites The Website may include links to or advertisements for third party websites. LayerX makes no representations whatsoever about any third party website, its products, services, technology, advertising, content, materials, information, lack of viruses or other harmful materials (collectively, "Third Party Websites") which you may access through the Website. LayerX does not control and is not responsible for Third Party Websites in any way whatsoever. Additionally, LayerX makes no representation or warranty as to any Third Party Website and you agree that LayerX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. LayerX's publication of links to Third Party Websites or third party products or services does not constitute an endorsement of any kind. Remember that when you use a link to go from the Website to another website or Third Party Website, your browsing and interaction on any such website is subject to that website's own rules and policies.
Privacy Collected Information - When you visit the Website or communicate with LayerX you may provide any the following types of information: (a) information you choose to disclose through or on the Website (e.g., as part of a bulletin board or other communication); (b) the content of your e-mail messages together with your email address; and (c) information LayerX collects as you browse the Website (e.g., cookies) (collectively, the items referenced in paragraphs (a) through (c) above are referred to as the "Information").
Cookies - A cookie is a numeric code that a website transfers to your hard drive for record-keeping purposes. Cookies can make it easier for a user to move from web page to web page and to make your online experience easier and more personalized. LayerX uses website browser software tools such as cookies and web server logs to gather information about you and all our Website users' browsing activities, in order to improve and personalize the Website and better serve our customers and agents. You will need to ensure that the cookie function on your computer is activated and allows the Website to use the cookies. Most browsers offer instructions on how to reset the browser to reject cookies in the Help section of the toolbar. If you do not activate the cookie function, the Website may not function properly and the service will not be available to you.
Surveys - From time-to-time, the Website may prompt you to participate in surveys. LayerX may analyze information submitted in the surveys and produce studies and analyses.
Our Use of the Information - LayerX reserves the right to use the Information for its purposes including administering our business activities, advertising and soliciting customers, providing customer service and communicating with our agents.
Safeguarding/Disclosure of Information - LayerX uses commercially reasonable efforts to safeguard your Information. We do not rent, sell, or trade any Information about you to third parties. Notwithstanding anything to the contrary in these Terms, LayerX may disclose Information when we, in good faith, believe that the law requires it or for the protection of our legal rights.
No Use by Persons Under 18 Years Old The Website may only be used by persons 18 years of age or older. LayerX does not seek to collect information about persons under the age of 18. No information should be submitted to or posted on the Website by users under 18 years of age.
Representations, Restrictions and Limitations You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to agree to the Terms and to uses the Website in accordance with the Terms. You agree to be responsible for your use of the Website (as well as for use by others) and to comply with your responsibilities and obligations as stated in the Terms. You will not submit any false or misleading information, or otherwise engage in any unlawful or fraudulent activity. You will not modify, tamper with, spoof or in any way use the Website in a manner not authorized by LayerX. You will not transmit to the Website and/or LayerX any viruses, time bombs, trojan horses, worms, surveillance code or other computer programming routines or take any other action that may damage or interfere with the operations of the Website and/or LayerX, compromise the integrity of the Website and/or LayerX or any system, data or information pertaining to the Website and/or LayerX. You will not breach, attempt to breach, penetrate or attempt to penetrate the security of software, network, servers, data, computers or other hardware relating to the Website and/or LayerX or that of any other user of the Website or third party that is hosting, supporting or maintaining any part of the Website.
Revisions to the Website LayerX may modify, suspend, withdraw or discontinue, temporarily or permanently, the Website, in whole or in part, at any time without notice to you. You agree that LayerX shall not be liable to you for any modification, suspension, withdrawal or discontinuance of the Website. LayerX may at any time revise these Terms by updating this web page. By using the Website, you agree to be bound by any such revisions and you agree to periodically visit this page to determine the then current Terms to which you are bound.
Disclaimers THE WEBSITE AND ALL INFORMATION AND MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE WEBSITE, IS AT YOUR SOLE RISK. FURTHERMORE, LAYERX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE WEBSITE INCLUDING, WITHOUT LIMITATION, ITS INFORMATION, MATERIALS AND CONTENT. LAYERX DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE INCLUDING, WITHOUT LIMITATION, ITS INFORMATION, MATERIALS AND CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. LAYERX DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LAYERX SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.
Limitation of Liability LAYERX SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR THE MATERIALS CONTAINED THEREIN OR ACCESSED THROUGH THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THE EXCLUSIONS OR LIMITATIONS ABOVE, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT, YOU AGREE THAT LAYERX MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR THE MATERIALS CONTAINED THEREIN OR ACCESSED THROUGH THE WEBSITE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Indemnification You agree, to the extent permitted by law, to defend, indemnify and hold LayerX, its third party suppliers', and both of their respective officers, directors, shareholders, members, employees, representatives, attorneys, agents, successors and assigns harmless from and against any and all claims, losses, damages, liabilities, obligations, judgments, causes of action, costs, charges and expenses (including, without limitation, reasonable attorneys' and consultants' fees and such fees and/or penalties as any exchanges or third party licensors may impose) arising out of any breach by you of the Terms.
Applicable Law and Venue The Terms and conditions shall be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States of America. Any suit or proceeding relating to this Agreement shall be brought only in the courts located in Dallas, Texas. YOU CONSENT TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN DALLAS, TEXAS.
Restriction of Access; Termination Notwithstanding any of these terms and conditions, LayerX reserves the right, without notice and in its sole discretion, to terminate your rights to access and/or use the Website and to block or prevent future access to and use of the Website.
Term and Termination These Terms shall be effective commencing on the date and time you first access or use the Website and shall continue until terminated in accordance with this Section. LayerX shall have the right to terminate these Terms and/or terminate or otherwise limit your access to the Website at any time, with or without cause, without notice to you and without incurring any liability or obligation in connection therewith. Upon any such termination, all rights granted to you hereunder shall cease and you shall immediately discontinue use of the Website and your Password and User ID. Upon any such termination, the provisions of the Terms which by their nature should survive, shall survive.
General The Terms constitute the entire agreement between you and LayerX and govern your use of the Website, superseding any prior agreements, oral and written proposals, negotiations, representations or understandings between you and LayerX relating to your use of the Website. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. The failure of LayerX to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, or the Terms must be filed within three (3) months after such claim or cause of action arose or be forever barred.