- ENGAGE TECHNOLOGIES CORPORATION TERMS AND CONDITIONS OF SALE:
- ENGAGE TECHNOLOGIES CORPORATION TERMS AND CONDITIONS OF PURCHASE:
Engage Technologies Corporation Terms and Conditions of SALE:
1. Agreement. Any order placed by a buyer (herein “Buyer”), whether oral, written, or by facsimile shall be deemed to constitute an offer to enter into a contract (“Agreement”) to purchase goods and services (collectively the “Products”) from Engage Technologies Corporation (Engage Technologies Corporation does business as Squid Ink Manufacturing, Inc., Eastey Enterprises, American Film & Machinery, and Cogent Technologies, Inc., hereinafter collectively referred to as “Engage”) on these Terms and Conditions of Sale (“T&Cs”) which are hereby incorporated into any such order. Buyer’s order shall be accepted by Engage and a contract entered into on these T&Cs, upon the transmittal of an Engage Order Acknowledgment or upon the shipment of the Products, whichever occurs first. Engage OBJECTS TO, AND IS NOT BOUND BY, TERMS OR CONDITIONS ON BUYER’S PURCHASE ORDER, CONFIRMATION FORMS, OR OTHER DOCUMENTS, WHICH ATTEMPT TO IMPOSE UPON ENGAGE ANY TERMS OR CONDITIONS AT VARIANCE WITH OR IN ADDITION TO THESE T&Cs. SHIPMENT OR OTHER PERFORMANCE BY ENGAGE SHALL NOT CONSTITUTE ASSENT TO ANY SUCH INCONSISTENT OR ADDITIONAL TERMS OR CONDITIONS. BUYER’S PAYMENT OR ACCEPTANCE OF THE PRODUCTS SHALL CONSTITUTE ASSENT TO THESE T&Cs.
2. Orders. All customer orders are subject to acceptance by Engage, in its sole discretion, at its general offices, even if such orders are taken elsewhere by an authorized sales representative of Engage. The following T&Cs apply to all customer orders: (A) Drop Shipments. It is the responsibility of Engage’s distributors to purchase and maintain a sufficient inventory of the Products to promptly supply the orders of any distributor’s customers. Drop shipments by any distributor to distributor’s customers carry a processing fee of $12.50 per shipment. (B) Order Minimums. Minimum purchase order of $100 for any order; orders less than $100 are subject to a processing fee of $12.50 per order. (C) Quick Ships. Orders placed before 2:00 p.m. CST that require same day shipping will be expedited as desired. Orders arriving after 2:00 p.m. CST that require same day shipping will incur a $50 charge for expedited processing.
3. Inspection. Buyer must inspect the Products within ten (10) days of delivery to Buyer’s facility or the Products shall be irrevocably accepted according to these T&Cs. Buyer agrees that ten (10) days is a reasonable amount of time for inspection of the Products.
4. Payment Terms. (A) Domestic Sales. Pending credit approval, payment terms for domestic sales are net thirty (30) days after the date of Engage’s invoice. If Buyer fails to fulfill the terms of payment or if Engage shall have any doubt as to Buyer’s financial condition, Engage may, in addition to any other of Engage’s rights on Buyer’s default, decline to make further deliveries until receipt of cash or satisfactory security. Special payment terms for large or custom equipment may require 50% down payment, with the balance due net thirty (30) days after the date of Engage’s invoice. When necessary, special payment terms will be clearly communicated with purchaser on the quotation provided by Engage. (B) Export Sales. PPayment terms for export sales are one hundred percent (100%) net cash in U.S. currency upon presentation of invoices, bills of lading, or other appropriate shipping documents. In addition, Buyer shall establish an irrevocable letter of credit in favor of Engage sufficient to cover the price of the Products, bank charges, and all other related expenses which are for Buyer’s account. The letter of credit must be issued or confirmed by a U.S. bank located in Minnesota and must remain open for a sufficient period of time for Engage to complete the transaction.
5. Security Interest. Engage hereby reserves and Buyer grants a purchase money security interest in the Products sold and the proceeds thereof, in the amount of the purchase price. If Buyer defaults on any of its obligations to Engage, Engage shall have the right, in addition to any other rights and remedies available, to repossess the Products sold hereunder. In such event, Buyer agrees to make the Products available to Engage or Engage’s recognized agent for repossession.
6. Price. Prices shown in Engage’s sales literature are subject to change without notice and should not be construed as a definite quotation or offer to sell. A signed and dated quote by an authorized representative of Engage is an offer to sell that shall expire not more than thirty (30) calendar days from the date it is transmitted to Buyer. Engage’s quote is expressly conditional on Buyer’s assent to these T&Camp;s. Engage reserves the right, upon notice to Buyer, to correct miscalculations, omissions, and typographical errors on any quote or offer.
7. Taxes. Prices quoted or accepted by Engage are exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes, tariffs, fees, export duties, and other export costs. All of the foregoing shall be for the account of Buyer. Consequently, prices are subject to increase by the amount of any such tax, tariff, duty, or fee that Engage pays or is required to pay or collect upon sale or delivery of the Products. Any such taxes, tariffs, duties, fees, and costs, when applicable to sales or to the Products, shall appear as separate items on Buyer’s invoice.
8. Shipping. Unless otherwise agreed in writing, all deliveries are shipped F.O.B. Engage’s factory and Buyer assumes the risk of loss, delay, and damage immediately upon delivery of the Products to a suitable common carrier. All delivery expenses including transportation, freight, insurance, and any other shipping cost shall be for the account of Buyer. Notwithstanding, the Parties agree to cooperate to recover from the common carrier for any loss or damage resulting from the transportation of the Products by the carrier. Unless otherwise indicated in writing, selection of a carrier shall be at Engage’s discretion. Charges for special packaging shall apply on Buyer’s request or if the Products are particularly susceptible to breakage.
9. Delays in Delivery and Force Majeure. Engage shall use commercially reasonable efforts to meet any delivery date(s) quoted. However, under no circumstance shall Engage be liable for any delay in shipment, failure to meet any quoted delivery date(s), or for any delay in performance, hereunder. In addition, Engage shall have the right to postpone the time for delivery due to unforeseen circumstances or cause(s) beyond its control. Examples of such causes are acts of God, wars, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, transportation delays or shortages, inability to obtain material or supplies, excessive demand over available supply, interruption in the manufacture of products needed to produce the Products, or other causes not within Engage’s control.
10. Installation and Repair Assistance. Unless otherwise agreed to under the warranty provisions of this Agreement, all Products shall be installed and repaired by and at the expense of Buyer. If Buyer so desires, Engage will furnish an experienced person to supervise and assist in the installation or repair of the Products. Service personnel will be billed on an hourly basis according to Engage’s then current rates. Engage shall not be liable for the negligent, reckless, or intentional acts of anyone not employed by Engage who installs, repairs, operates, or handles the Products under this Agreement.
11. Buyer Cancellation, Return, and Chargeback. (A) Cancellations: Any request for order cancellation, rescheduling, or modification by Buyer must be made in writing within 90 days of shipment from Engage and approved by an authorized agent of Engage. Such cancellation, rescheduling, or modification shall be subject to a 25% minimum restocking fee if cancelled after down payment is collected to cover expenses already incurred for labor and material, overhead, commitments made by Engage, a chargeback for unearned discounts, and a reasonable profit. Buyer shall have no rights in partially completed Products. (B) Returns: Any request for a return by Buyer must be made in writing. A return of Products shall not be accepted for any reason without the prior written consent of Engage and issuance of a Return Material Authorization (RMA) number. If Engage grants such authorization, and the Products are not covered by the limited warranty provided herein, Buyer shall pay Engage a restocking fee equal to twenty five percent (25%) of the then current list price of the Products. The Buyer shall also pay adjustments for unearned discounts and other reasonable charges for handling. The RMA documentation shall specify additional terms and conditions for returns. Buyer shall not return material without first obtaining an RMA number. Returns made without obtaining prior authorization shall be returned to sender at Buyer’s expense. Except as provided for in Engage limited warranty to Buyer, Engage, in its sole discretion, may accept or reject any request by Buyer to return Products for cash or credit. (C) Return of Custom Equipment: Engage will not accept any custom or modified equipment for return. (D) Chargeback: Prices indicated to the Buyer are based upon the quantity ordered. If, through no fault of Engage, the total quantity ordered is not purchased during the scheduled delivery period, in addition to any other rights available to Engage (including enforcement of the original agreement to purchase), Engage may “chargeback” Buyer. The chargeback shall equal an amount not less than the difference between the list price of the Products on the date of Engage’s Invoice(s) and the amount Buyer actually paid for such Products.
12. No License. Products offered for sale by Engage are subject to the condition that such sale shall not convey any right to reproduce, copy, or duplicate the Products in whole or in part either, expressly or by implication, under any intellectual property rights, with respect to any inventions of Engage or others, patented or not patented, embodied in Engage’s Products, processes, sales literature, or manufacturing operations. Unless expressly stated otherwise in a signed writing, Engage reserves all its rights in such intellectual property and no manufacture to Buyer’s specifications entails ownership by or conveyance to Buyer of any property right.
13. Intellectual Property Rights Infringement. Engage agrees to indemnify and defend Buyer against any claim that the Products purchased hereunder, as manufactured by Engage, infringe on a United States Patent, United States Copyright, United States Trademark, or other United States intellectual property right, provided Engage is promptly advised of any such claim or action and has sole control of the defense of any such action and all negotiations for its settlement or compromise. However, Engage will not indemnify or defend Buyer from claims that Products designed specifically to Buyer’s specifications infringe on any intellectual property right.
14. Warranty. Engage’s exclusive warranty is set forth separately at WWW.SQUIDINK.COM, WWW.EASTEY.COM, WWW.AFMSLEEVES.COM, or WWW.COGENT-TECH.COM and is hereby incorporated by reference into this Agreement as if fully set out within.
15. Limitation of Liability. THE WARRANTIES ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITTNESS FOR A PARTICULAR PURPOSE. ENGAGE’S LIABILIITY UNDER, FOR BREACH OF, OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED IN AMOUNT TO THE NET PURCHASE PRICE OF THE PRODUCTS SOLD. IN NO EVENT SHALL ENGAGE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, ECONOMIC, DIRECT, INDIRECT, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) WHETHER OR NOT ENGAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY WHICH MAY ARISE OUT OF ANY THIRD PARTY CLAIMS AGAINST BUYER.
16. Limitation on Actions. Buyer may not commence litigation or any other legal action against Engage for breach of warranty or breach of this Agreement unless the suit or action is brought within one (1) year of the date of Engage’s invoice.
17. Confidential Information. Buyer shall not, without Engage’s express written consent, disclose drawings, data, designs, plans, specifications, know how, production methods, or other confidential information belonging to Engage to any person not directly involved with the completion of this Agreement or operation of the Products. Confidential information does not include information that is public, the receiving party lawfully knew prior to this Agreement, or that the receiving party could otherwise independently discover without the aid of the disclosing party.
18. Software License. If computer software is in or among the Products to be transferred hereunder, Engage hereby grants to Buyer, effective upon sale of the items covered by this order, a perpetual non-exclusive non-transferable license to use such software, provided that such use shall be only for Buyer’s business and shall be limited to use on the Products transferred hereunder.
19. Export Regulations. Buyer shall adhere to all provisions of the U.S. Government Export Administration Regulations, related documentation requirements, and internal control procedures. Buyer shall be responsible for obtaining any and all necessary export or import licenses and permits.
20. Notice. Any notice, demand, or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered by reputable overnight courier service or pre-paid first class mail to the other party’s address.
21. Waiver. No failure or delay by Engage in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.
22. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties, their successors, and assigns.
23. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
24. No Assignment. This Agreement and all rights, duties, and obligations thereto shall not be assigned, delegated, or transferred by either party without prior written consent of the other party, which it may withhold or grant in its sole discretion. Any attempted assignment or transfer in violation of this section is void and unenforceable.
25. Choice of Law, Venue, and Enforceability. All transactions between Customer and Engage shall be governed by and interpreted in accordance with the laws of the state of Minnesota, without regard to the conflicts of law provisions thereof, and all actions and proceedings arising from, relating to or in connection with this Agreement shall be subject to the exclusive jurisdiction of any federal or state court located in Hennepin County, Minnesota. All parties agree that proper venue for any action related to this Agreement or the parties’ relationship shall be in any federal court of state situated in Hennepin County, Minnesota, and agree that no forum non conveniens defense shall apply to any such action. Engage shall be awarded its costs and attorney fees in the event Engage prevails in any action brought by a Purchaser of merchandise or services from Engage.
26. Entire Agreement. In order of precedence (1) special terms and conditions agreed to in a writing signed by both Parties (2) Engage Order Acknowledgement (3) these T&Cs (4) specifications and (5) all other exhibits or warranties incorporated by reference constitute the complete Agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement.
Engage Technologies Corporation Terms and Conditions of Purchase:
1. Definitions. “Goods” means the goods or services described in Engage Technologies Purchase Order. “Buyer” means Engage Technologies Manufacturing, Inc. “Seller” means the supplier furnishing the Goods or services described in Engage Technologies Purchase Order. “Order” means Engage Technologies Purchase Order, these Terms and Conditions of Purchase and any product specification exhibits.
2. Agreement. Engage Technologies Order, whether oral, written, or by facsimile is an offer that is expressly conditional on Seller’s assent to these Terms and Conditions of Purchase. Engage Technologies offer shall be accepted by Seller and a contract on these terms and conditions entered into upon the transmittal of Seller’s Order Acknowledgment or upon the shipment of the Goods, whichever occurs first. ENGAGE TECHNOLOGIES OBJECTS TO AND IS NOT BOUND BY ANY TERMS OR CONDITIONS ON SELLER’S ORDER ACKNOWLEDGEMENT, CONFIRMATION FORMS, OR ANY OTHER DOCUMENTS WHICH ATTEMPT TO IMPOSE UPON ENGAGE TECHNOLOGIES ANY TERMS OR CONDITIONS AT VARIANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. PAYMENT OR OTHER PERFORMANCE BY ENGAGE TECHNOLOGIES SHALL NOT CONSTITUTE ASSENT TO INCONSISTENT TERMS.
3. Changes. Engage Technologies may, by a written change order, suspend performance in whole or in part, make changes in drawings, designs, specifications, method of shipment, packing, time or place of delivery, require additional work, or direct the omission of work. If any such change order causes an increase or decrease in the cost of, or the time required for the performance of an Order, an equitable adjustment shall be made in the contract price or delivery date and the Order shall be modified accordingly. Any claim for adjustment under the Order shall be deemed waived if not communicated in writing to Engage Technologies within (30) thirty days of the date the change order was received by Seller.
4. Packaging. All shipments to Engage Technologies shall be in standard commercial containers capable of safe delivery to Engage Technologies. No charge shall be made for packaging unless specifically agreed to in writing. All packaging shall bear marking and labels required by applicable federal, state, and municipal laws and regulations.
5. Shipping. Unless otherwise agreed to in writing all Goods shall be shipped F.O.B. Engage Technologies factory, freight prepaid at the lowest lawful transportation and insurance rates. The risk of loss, delay, and damage shall be borne by the Seller until the Goods are accepted by Engage Technologies at Engage Technologies primary facility. The Parties shall to cooperate to recover from the common carrier for any loss or damage arising out of the transportation of the Goods by the carrier. If the Goods originate outside the United States, Seller shall be the importer of record, with responsibility for obtaining clearance of the Goods through U.S. Customs and payment of any import or export duties and fees.
6. Delivery. Time is of the essence. Over-shipments and shipments arriving substantially earlier than scheduled shall be returned or retained at Seller’s expense and risk. If delivery is not completed by the time promised, Engage Technologies reserves the right, without liability and in addition to any other rights and remedies, to terminate the Order by notice effective when received by Seller.
7. Delays in Delivery and Force Majeure. Seller shall use its best efforts to meet any delivery date(s) quoted in the Order. However, neither party shall be liable to the other for failure to fulfill any promises, representations, or warranties pertaining to delivery dates when such failure is due to unforeseen circumstances or cause(s) beyond its control. Examples of such causes are acts of God, wars, riots, embargoes, acts of military authorities, fires, floods, accidents, strikes, transportation delays, or shortages.
8. Inspection/Rejection. Payment of Seller’s invoice shall not constitute acceptance of the Goods. All Goods shall remain subject to inspection and test by Engage Technologies for a reasonable period of time. If Engage Technologies determines that a shipment is nonconforming Engage Technologies shall have the right to either (1) accept the Goods and adjust payment to compensate for the nonconformity (2) reject the shipment in full or in part and return the rejected Goods at Seller’s expense (3) demand specific performance or (4) procure substitute Goods at Seller’s expense. Seller bears the risk of loss for Goods rejected by Engage Technologies. Engage Technologies failure to inspect shall not relieve Seller of any express or implied warranty obligations.
9. Termination. (A) Without Cause. Engage Technologies may terminate its Order in whole or in part at any time without cause upon notice to Seller. If Engage Technologies terminates without cause it will reimburse Seller for the reasonable and necessary direct expenses incurred in connection with the Order and prior to termination. However in no event will Engage Technologies be liable for any loss of profits or other indirect, special, incidental, or consequential damages. (B) With Cause. Engage Technologies may, in addition to any other right or remedy under the law, terminate an Order for cause without incurring liability of any kind to Seller. Cause means, without limitation, Seller’s (1) material failure to comply with the terms of the Order (2) bankruptcy or other similar proceeding (3) assignment or attempted assignment of the Order or (4) failure to give adequate assurances of performance.
10. Price. Engage Technologies will not accept price increases without its express written consent
11. Taxes. The prices on Engage Technologies Order shall include all taxes, duties, fees, and charges except state sales taxes and other taxes imposed on Engage Technologies by law. Seller shall list the amount of state sales tax(s) and any other tax(s) imposed on Engage Technologies by law as separate items on Seller’s Invoice.
12. Payment Terms. After each shipment Seller shall send an invoice to Engage Technologies accounting department listing the agreed upon price, quantity, Engage Technologies Purchase Order number, a description of the Goods (including serial numbers if applicable), and the date of expected delivery.
13. Seller Represents and Warrants: (A) Compliance. That the Goods furnished hereunder are designed, manufactured, and sold in compliance with applicable Federal, State, and municipal laws, rules, and regulations. (B) Title. That the Goods furnished hereunder have good title and are free of any liens or encumbrances. (C) Specifications. That the Goods furnished hereunder (1) are free from defects in design (except to the extent such defective design is attributable to Engage Technologies), material, and workmanship (2) are merchantable and fit for their particular purpose(s) and (3) conform to applicable specifications, drawings, samples, or other descriptions. Such warranties shall survive delivery, shall not be deemed waived either by reason of Engage Technologies acceptance of or payment for the goods, and shall remain in force for a period of time consistent with the normal warranty of Seller. (D)Seller warrants that the prices on Engage Technologies Order are not higher than the prices Seller charges other companies ordering similar quantities of the same Goods.
14. Intellectual Property Rights Infringement. Seller agrees to indemnify, defend, and hold harmless Engage Technologies, its directors, officers, employees, and agents against all liability, losses, claims, damages, and expenses arising out of any actual or alleged claim that Goods or services purchased under this Agreement infringe on any intellectual property rights.
15. Confidential Information. Seller shall not, without Engage Technologies express written consent, disclose drawings, data, designs, plans, specifications, know how, production methods, or other confidential information belonging to Engage Technologies to anyone not directly involved with the completion of the Order. Confidential information does not include information that is public, the Seller lawfully knew prior to this agreement, or that the Seller could independently discover without the aid of Engage Technologies confidential information.
16. Notices. Any notice, demand, or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally, by reputable overnight courier service, or by pre-paid first class mail to the other party’s address.
17. Waiver. No failure or delay by Engage Technologies in exercising any right, power, or privilege shall operate as a waiver thereof.
18. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties, their successors, and assigns.
19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
20. No Assignment. This Agreement and all rights, duties, and obligations thereto shall not be assigned, delegated, or transferred by either party without prior written consent of the other party, which it may withhold or grant in its sole discretion. Any attempted assignment or transfer in violation of this paragraph is void and unenforceable.
21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the conflicts of law principles of such State, except that the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable pursuant to such laws, shall be excluded in favor of the Uniform Commercial Code as in effect at the time in the State of Minnesota.
22. Limitation on Actions. Seller may not commence litigation or any other legal action against Engage Technologies for breach of this Agreement unless the suit or action is brought within one (1) year of the date the Goods arrived at Engage Technologies.
23. Entire Agreement. In order of precedence (1) special terms and conditions agreed to in a writing signed by both Parties (2) Engage Technologies Purchase Order (3) these T&C (4) specifications and (5) all other exhibits or warranties incorporated by reference constitute the complete Agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement.
PLEASE READ THIS LEGAL NOTICE CAREFULLY BEFORE CONSULTING THIS SITE
Engage Technologies Corporation does business as Squid Ink Manufacturing, Eastey, American Film & Machinery, and Cogent Technologies. To simplify communication of the information presented here, the following terms may be used: “Engage” and “we”. These terms are used to refer to all of the brands and companies of Engage Technologies Corporation.
1. Purpose. The purpose of the present notice is to define the conditions in which Engage is making www.squidink.com, www.eastey.com, www.afmsleeves.com, www.cogent-tech.com, or www.engagetechnologies.net (hereafter referred to as the “Site(s)”) available, subject to compliance with the present legal notice which Engage reserves the right to modify or update at any time. Access to and use of the Sites implies your agreement with the present legal notice. If you do not agree with the clauses below, you are advised not to use the Sites.
2. Access to the Sites. Engage strives to keep the Sites accessible without, however, being subject to any obligation to achieve this. It is specified that access to the Sites may be interrupted for the purposes of maintenance, updating or any other reason, particularly of a technical nature. Information on the Sites may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. Engage may also make improvements and/or changes in the products, the services and/or the programs described on the Sites at any time without notice. Under no circumstances shall Engage, Engage’s affiliated entities and their respective employees, officers, directors, shareholders, agents, representatives and/or affiliates be liable for these interruptions, technical inaccuracies, typographical errors, changes or updates and the consequences that could result from them for the user. Engage does not want to receive confidential or proprietary information from you through the Sites. Please note that any information or material sent to Engage will be deemed NOT to be confidential. By sending Engage any information or material, you grant Engage an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that Engage is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not publicly release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Information Engage publishes on the World Wide Web may contain references or cross references to Engage’s products, services and programs that are not announced or available in your country. Such references do not imply that Engage intends to announce such products, services or programs in your country. Consult your local Engage business contact for information regarding the products, services and programs which may be available to you.
3. Copyright – Intellectual Property. The contents (notably data, soundtracks, information, illustrations, logos, brands, etc.) that appear or are available on the Sites are protected by copyright and other intellectual property rights and are the exclusive property of their respective publishers. No part of the contents of the Sites in general, even if it belongs to a third party, may be copied, reproduced, represented, adapted, altered, modified or circulated fully or partially by any means whatever, with the exception of a single copy, stored on a single computer and reserved exclusively for the private use of the copier. The elements presented in the Sites are liable to modification without notice and are presented without any express or tacit guarantee and are not considered as giving any right of compensation. The information and images contained in the Sites are protected by copyright © 1917-present Engage Technologies Corporation and/or by its affiliates’ copyright. The logos are registered trademarks. The Sites may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
4. Use of the Documents. None of the documents from the Sites can be copied, reproduced, published, downloaded, posted, transmitted or distributed in any manner, except for the case of a simple recording of documents on your personal computer for your own use and without any commercial aim. In this case, you should ensure that the indications of property are kept intact. Alteration and modification of these documents or use of them for another purpose constitutes an infringement of the property rights of Engage or of a third party.
5. E-mail. To correspond with Engage by e-mail, internet users must fill in the applicable electronic correspondence forms found on the site.
6. DISCLAIMERS – Engage makes no representations whatsoever about any other web site which you may access through this one. When you access a non-Engage web site, even one that may contain an Engage logo, please understand that it is independent from Engage and that Engage may have no control over the content on that web site. In addition, a link to a non-Engage web site does not mean that Engage endorses or accepts any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. YOUR USE OF THE SITES ARE AT YOUR OWN RISK. THE MATERIALS AND SERVICES PROVIDED IN CONNECTION WITH THE SITES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY APPLY. NEITHER ENGAGE NOR ANY OF THEIR AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR SERVICES ON OR THROUGH THE SITES. THE MATERIALS AND SERVICES ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER ENGAGE NOR ANY OF THEIR AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH MATERIALS OR SERVICES. ENGAGE CANNOT BE HELD RESPONSIBLE IN THE EVENT OF CONTAMINATION OF ANY USER’S COMPUTER EQUIPMENT AS A RESULT OF THE PROPAGATION OF A VIRUS, MALICIOUS CODE OR SOFTWARE, OR OTHER COMPUTER “INFECTIONS”. THE SITE USER IS RESPONSIBLE FOR TAKING ALL APPROPRIATE MEASURES TO PROTECT THE USER’S OWN DATA AND/OR SOFTWARE FROM ANY POSSIBLE CONTAMINATION BY MALICIOUS COMPUTER CODE OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, VIRUSES CIRCULATING VIA THE INTERNET. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THE SITES ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURES, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ENGAGE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEB SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ENGAGE HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
7. Limitations of Liability. Engage shall not assume any responsibility, and shall not be liable for, any damage to or viruses that may infect your computer, telecommunication equipment or other property caused by or arising from your access to, use of, or browsing the Sites or your downloading of any materials from the Sites. IN NO EVENT WILL ENGAGE, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEB SITE BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEB SITE, ANY WEB SITES LINKED TO THIS WEB SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Engage, its employees, suppliers or the partners mentioned on the Sites cannot be held responsible in any case for claims involving contractual responsibility, criminal responsibility or any other claims, for all indirect or direct damage, incidents and accessories of whatever nature or for any prejudice, particularly of a financial or commercial nature, resulting from the use of its sites or any item of information obtained from its sites. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THE WEB SITES OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. The Sites may contain simple or complex links to other affiliated Engage or third-party sites. Engage may have no control over these sites, and therefore, cannot be held responsible for the availability of these sites, their content, advertising material, products, and/or services available at or through these sites. Thus, Engage shall not be liable in any way for direct or indirect damage that may occur when the user accesses the partner sites or uses these sites, and it shall not be liable for any non-compliance of the contents and services with any regulations or for any information that infringes the rights of a third party. Engage disclaims any responsibility concerning the information, materials and software on the sites linked by hypertext links to the Sites. Information providers outside of Engage supply certain information presented on the Sites. The aforementioned content providers have exclusive liability regarding the contents and services provided by them on the Sites. Consequently, Engage shall not be held liable for errors, interruptions or delays in the transmission of information or for their consequences.
8. Revisions to these Terms and Conditions. Engage may revise these legal terms and conditions at any time and from time to time by updating this posting on the Sites. You should visit this page from time to time to review the then current legal terms and conditions because they are binding on you. Certain provisions of these legal terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages at the Sites.
9. Choice of Law; Legal Jurisdiction. The foregoing legal terms and conditions supersede any other agreement between you and Engage to the extent necessary to resolve any inconsistency or ambiguity between them. The legal terms and conditions will be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to any principles of conflicts of laws. Any action seeking legal or equitable relief arising out of or relating to these web sites shall be brought only in the courts of the State of Minnesota. Once again, use of these web sites indicate your express agreement with the application of these legal terms and conditions, including, but not limited to, this jurisdiction clause. A printed version of these legal terms and conditions shall be admissible in judicial and administrative proceedings based upon or relating to these legal terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In the event one of the elements and/or terms of the foregoing legal conditions is deemed illegal, null or inapplicable for whatever reason, it will no longer be considered part of the conditions of use, but it will not affect the validity or application of any other provision of the foregoing legal terms and conditions.