Carcannon

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CONFIDENTIALITY AND NON-USE OBLIGATIONS
BY USING THE CARCANNON WEBSITE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS JUST AS IF YOU HAD SIGNED AN AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DISCONTINUE YOUR USE OF THIS SITE.

If there is anything you do not understand please email questions to legal@carcannon.com.   In these terms and conditions "We/us/our/Carcannon" means the Carcannon Corporation.  “Website" means the website located at www.carcannon.com and all associated websites of Carcannon and "You/your" means you as an end-user of our websites.   You shall not use the Website for any illegal purposes, and you will use it in compliance with all applicable laws and regulations.  You  agree not to use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired.
 
All information and content included on this Website, including but not limited to (i) reports, worksheets, text, graphics, logos, icons, images, audio clips, digital downloads, and product demonstrations; (ii) data and content compilations; and (iii) software, is the property of Carcannon.  You may not modify, copy, distribute, transmit, display, publish, sell, or license any information from this Website.  You may not create derivative works, or use any information, reports, worksheets, content, or software available on or through this Site for commercial or public purposes. In addition, you may not reproduce, transmit, transcribe, store in a retrieval system, or translate into any human or computer language any part of the material and databases on this Site in any form or by any means whatsoever. Users of this Site shall not disclose, any information, matter or thing of a secret, confidential, proprietary, or private nature connected with the business of Carcannon, and will take all reasonable precautions to insure that all authorized persons receiving such information will maintain the confidentiality thereof.
  
You agree to hold any and all Confidential Information in trust and strictest confidence and will take reasonable precautions in accordance with procedures you follow with respect to your own important confidential information to prevent disclosure, directly or indirectly, of all or any portion of the Confidential Information.
 
“Confidential Information” means information revealed by or through Carcannon (whether in writing, electronically, orally or by another means) to you including (a) information expressly or implicitly marked or disclosed as confidential, (b) information traditionally recognized as proprietary trade secrets, (c) all forms and types of marketing, creative, sales, financial, business, customer, scientific, technical, proprietary, product, economic or engineering information including patterns, plans, compilations, program devices, formulas, designs, prototypes, strategies, methods, techniques, processes, procedures, programs or codes, equipment, software, technology, technical documentation, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing, which may or may not be identified with the legend “CONFIDENTIAL” and (d) all copies thereof.
 
The disclosure of any and all Confidential Information hereunder is for the sole purposes of the business relationship between you and Carcannon.  Disclosures of any and all Confidential Information shall be made only to your employees or agents (a) who need to know such information to facilitate the business relationship with Carcannon and (b) who have agreed to hold the Confidential Information in trust and in confidence subject to the restrictions herein.  You agree to return to Carcannon all Confidential Information received hereunder upon written request therefor.
 
The obligations hereunder shall survive any termination of your business relationship with Carcannon and shall remain in full force and effect until and unless you can show that:  (i) such Confidential Information was in your possession free of any obligation of confidence prior to the date of the disclosure by Carcannon; or (ii) such Confidential Information was obtained by you after today’s date from a party other than Carcannon, said party being under no obligation of confidentiality to Carcannon with respect to such information; or (iii) such Confidential Information becomes generally available to the trade, or to the public, based on existing records or which becomes generally available to the trade or to the public through sources other than you or (iv) such Confidential Information is developed at any time by you independent of information or materials disclosed by Carcannon to you.
 
In the event that you is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information furnished by Carcannon, it is agreed that you will, to the extent permitted by law, cooperate with Carcannon and provide Carcannon with prompt notice of such request(s) or requirement(s) so that Carcannon may seek an appropriate protective order or waive compliance by you with the above provisions.  If, in the absence of a protective order or the receipt of a waiver hereunder, you are nonetheless, in the opinion of Carcannon’s counsel, legally required to disclose the Confidential Information forwarded by Carcannon or else stand liable for contempt or suffer other censure or penalty, you may disclose such information without liability hereunder, provided, however, that you shall disclose only that portion of such Confidential Information which it is legally required to disclose. 
 
You shall comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to the terms of this Agreement and to any of the Confidential Information.  
 
You acknowledge that the unauthorized disclosure of Confidential Information is likely to cause irreparable injury to Carcannon and that, in the event of a violation or threatened violation of any of your obligations hereunder, Carcannon shall have no adequate remedy at law and shall therefore be entitled to seek to enforce each such obligation by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity.
 
You agree not to attempt any unauthorized access to any part or  component of the Website; and You agree that in the event that you have any right, claim or action against any Users arising out of that User's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.  
 
YOU AGREE TO BE FULLY RESPONSIBLE FOR (AND FULLY INDEMNIFY US AGAINST) ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING LEGAL FEES, SUFFERED BY US AND ARISING OUT OF ANY BREACH OF THE CONDITIONS BY YOU OR ANY OTHER LIABILITIES ARISING OUT OF YOUR USE OF THE WEBSITE, OR THE USE BY ANY OTHER PERSON ACCESSING THE WEBSITE USING YOUR PC OR INTERNET ACCESS ACCOUNT.  
 
We reserve the right to modify or withdraw, temporarily or  permanently, the Website (or any part of) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website.  
 
We may alter these terms and conditions from time to time, and your use of the Website (or any part of) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Conditions have been changed. If you do not agree to any change to the Conditions then you must immediately stop using the Website.  
 
The Website is subject to constant change. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website.  
 
We are not responsible for the availability of any external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of any third party websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.  
 
We have the right, but not the obligation, to monitor any activity and content associated with the Website. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).  
 
You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorized by us.  
 
You acknowledge and agree that the material and content contained within the Website is made available for your personal use only.  Any other use of the material and content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.  
 
The Website is Copyright of the Carcannon Corporation.  All rights reserved.  
 
WE MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED IN RELATION TO THE ACCURACY OF ANY INFORMATION WE PLACE ON THE WEBSITE. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR ENDORSEMENT. UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE WEBSITE, OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPATIBILITY, SECURITY, ACCURACY, CONDITION OR COMPLETENESS, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OR TRADE.  UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, WE MAKE NO WARRANTY THAT THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF ARE FREE OF VIRUSES OR BUGS OR ARE FULLY FUNCTIONAL, ACCURATE, OR RELIABLE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF CONTENT OR MATERIAL AS A RESULT OF UPLOADING TO OR DOWNLOADING FROM THE WEBSITE.  
 
YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE AND THEREFORE SHALL NOT BE IN ANY WAY RESPONSIBLE FOR THE SECURITY OR PRIVACY OF THE WEBSITE AND ANY INFORMATION PROVIDED TO OR TAKEN FROM THE WEBSITE BY YOU.   WE WILL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRECONTRACT OR OTHER REPRESENTATIONS (OTHER THAN FRAUDULENT MISREPRESENTATIONS) OR OTHERWISE OUT OF OR IN CONNECTION WITH THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) FOR ANY ECONOMIC LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR ANY LOSS OF GOODWILL OR REPUTATION, OR ANY LOSS OR CORRUPTION OF DATA, OR ANY SPECIAL OR INDIRECT OR CONSEQUENTIAL LOSSES; IN ANY CASE WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF EITHER OF US AT THE DATE ON WHICH THE EVENT GIVING RISE TO THE LOSS OCCURRED.  
 
We will not be liable in contract, tort or otherwise if you incur loss or damage connecting to the Website through a third party's hypertext link.  Notwithstanding any other provision in the Conditions, nothing shall limit your rights as a consumer under United States law where or insofar as such rights cannot be derogated from by contract.  
 
Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees.  If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not effect the validity and enforceability of any of the remaining provisions of the Conditions.  
 
Nothing shall be construed as a waiver by us of any preceding or succeeding breach of any provision.  These Conditions and documents referred to herein (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.  
 
You agree to the terms of our privacy policy which is available here. These Conditions will be exclusively governed by and construed in accordance with the laws of the United States whose Courts will have exclusive jurisdiction in any dispute, save that we have the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions. 
 
You may send us notices under or in connection with these Conditions by post to Carcannon, Two Wisconsin Circle, Suite 700, Chevy Chase, MD 20815, USA.  As proof of sending does not guarantee our receipt of your notice, you must ensure that you have received an acknowledgement from us, which should be retained by you.