TERMS OF USE

 

            As a condition to using the MAGNUS INTERNATIONAL TRADE SERVICES CORP. ("MAGNUS") web site and portal, including any other MAGNUS sites that may be established in the future (collectively, the "Site"), you ("User") do hereby agree to comply with and be bound by the terms and conditions of use set forth herein, as such terms and conditions may be amended, modified or supplemented by MAGNUS from time to time in its sole discretion (the "Terms of Use").

 

            1.         Ownership of the Site and its Content.  The Site and all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds 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, controlled or licensed by or to MAGNUS, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.  As long as User complies with these Terms of Use, MAGNUS grants User a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site and Content.

 

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, web site or other medium for publication or distribution without MAGNUS's express prior written consent.

 

            User may use information purposely made available by MAGNUS for downloading from the Site, provided that User (1) does not remove any proprietary notice language in all copies of such documents, (2) uses such information only for User's own use and does not copy or post such information on any networked computer or broadcast it in any media, (3) makes no modifications to any such information, and (4) does not make any additional representations or warranties relating to such documents.

 

2.         Use of the Site.  User may 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.  MAGNUS reserves the right to bar any such activity.

 

            User may 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 MAGNUS server, or to any of the services offered on or through the Site, by backing, password "mining" or any other illegitimate means.

 

            User may 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.  User may not reverse look-up, trace or seek to trace any information on any other user of the Site, or any other customer of MAGNUS, including any MAGNUS account not owned by User, 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 User's own information, as provided for by the Site.

 

            User agrees that it will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or MAGNUS's systems or networks, or any systems or networks connected to the Site or to MAGNUS.

 

            User agrees 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.

 

            3.         User Content.  Certain areas of the Site may allow User to upload content (collectively, "User Content").  User understands and expressly agrees that User is solely and entirely responsible for any User Content User uploads to the Site.  By uploading User Content to the Site User warrants that:  (1) User is the owner of the User Content or has been granted by the owner thereof all rights necessary to submit the User Content to MAGNUS, and (2) such User Content will not infringe the intellectual rights of or otherwise violate the rights of any third party.

 

            4.         Other Agreements.  MAGNUS's obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

 

            5.         Accounts, Passwords and Security.  User is entirely responsible for maintaining the confidentiality of User's account information, including User's password, and for any and all activity that occurs under User's account.  User agrees to notify MAGNUS immediately of any unauthorized use of User's account or password, or any other breach of security.  User may be held liable for losses incurred by MAGNUS or any other user of the Site due to someone else using User's MAGNUS ID, password or account.

 

6.                  Privacy.  By using the Site, User acknowledges and agrees that Internet transmissions are never completely private or secure.  While MAGNUS implements various security measures to maintain security of the Site and the privacy of User's information, User understands that any message or information User sends to the Site may be read or intercepted by others, even if there is special notice that a particular transmission is encrypted, and MAGNUS disclaims all liability in connection with the security or confidentiality of data and information.

 

7.         Confidentiality.  User recognizes and acknowledges that, by virtue of using the Site, User may have access to certain information of MAGNUS that is confidential and constitutes valuable, special and unique property of MAGNUS.  User agrees that neither User nor any employee, representative or agent of User will at any time disclose to others, use, copy or permit to be copied, without MAGNUS's express prior written consent, except for the purposes intended by reason of MAGNUS permitting User access to the Site, any confidential or proprietary information of MAGNUS.

 

            8.         Links to Other Sites and to the MAGNUS Site.  This Site may contain links to other independent third-party web sites ("Linked Sites").  These Linked Sites are provided solely as a convenience.  Such Linked Sites are not under MAGNUS's control, and MAGNUS is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.  User will need to make its own independent judgment regarding its interaction with these Linked Sites.

 

            9.         Disclaimers.  MAGNUS 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 USER'S USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS.  THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS.  ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.  MAGNUS CANNOT ENSURE THAT ANY FILES OR OTHER DATA USER DOWNLOADS FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.  MAGNUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  MAGNUS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO USE OF THE SITE AND/OR ANY MAGNUS SERVICES. USER ASSUMES TOTAL RESPONSIBLIITY FOR USER'S USE OF THE SITE AND ANY LINKED SITES.

 

            The above disclaimer applies to any damages, liability or injuries caused by any 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.

 

            MAGNUS reserves the right to do any of the following, at any time, without notice:  (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to 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.

 

            10.       Limitation of Liability.  Except where prohibited by law, in no event will MAGNUS be liable to User for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if MAGNUS has been advised of the possibility of such damages.

 

            11.       Indemnity.  User agrees to indemnify and hold MAGNUS, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, losses, liabilities, claims or expenses (including attorneys' fees), made against MAGNUS by any third party due to or arising out of or in connection with User's use of the Site.

 

            12.       Violation of These Terms of Use.  User acknowledges and agrees that MAGNUS may preserve any transmittal or communication by User with MAGNUS 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 MAGNUS determines that such preservation or disclosure is reasonably necessary to:  (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of MAGNUS, its employees or other users of the Site.

 

            User agrees that MAGNUS may, in its sole discretion and without prior notice, terminate User's access to the Site and/or block User's future access to the Site if MAGNUS determines that User has violated these Terms of Use or other agreements or guidelines which may be associated with User's use of the Site.  User also agrees that any violation by User of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to MAGNUS, for which monetary damages would be inadequate, and User consents to MAGNUS obtaining any injunctive or equitable relief that MAGNUS deems necessary or appropriate in such circumstances.  These remedies are in addition to any other remedies MAGNUS may have at law or in equity.

 

            User agrees that MAGNUS may, in its sole discretion and without prior notice, terminate User's access to the Site, for cause, which includes (but is not limited to):  (1) requests by law enforcement or other government agencies, (2) a request by User (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

 

            If MAGNUS does take any legal action against User as a result of User's violation of these Terms of Use, MAGNUS will be entitled to recover from User, and User agrees to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to MAGNUS.  User agrees that MAGNUS will not be liable to User or to any third party for termination of User's access to the Site as a result of any violation of these Terms of Use.

 

            13.       Governing Law; Dispute Resolution.  User agrees that all matters relating to User's access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions.  User agrees to the personal jurisdiction by and venue in the state and federal courts in Los Angeles County, California, and waives any objection to such jurisdiction or venue.  Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.  No recovery may be sought or received for damages other than out-of pocket expenses, except that the prevailing party will be entitled to costs and reasonable attorneys' fees.  In the event of any controversy or dispute between MAGNUS and User arising out of or in connection with User's use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute.  If MAGNUS and User are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation.  If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

 

            14.       Amendment. MAGNUS reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time.  It is User's responsibility to check the Terms of Use as posted on the Site periodically for changes.  User's continued use of the Site following the posting of changes will mean that User accepts and agrees to the changes.

 

            15.       Miscellaneous.  User may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.  If User chooses to access the Site from outside the United States, User does so on User's own initiative and User is solely responsible for complying with applicable local laws.

 

            If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.  These Terms of Use constitute the entire agreement between User and MAGNUS with regard to User's use of the Site, and any and all other written or oral agreements or understandings previously existing between User and MAGNUS with respect to such use are hereby superseded and cancelled.  MAGNUS's failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by MAGNUS of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between MAGNUS and User or any other party be deemed to modify any provision of these Terms of Use.  These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

 

 

 

Copyright © 2007 MAGNUS INTERNATIONAL TRADE SERVICES CORP.