Terms of Use

IMPORTANT! PLEASE CAREFULLY READ THIS

The following are terms of use that constitute a legally binding agreement (“Contract”) between you (whether as an individual, a corporate entity of any kind, and/or an electronic agent) and Williams Sound, LLC, including its subsidiaries (collectively referred to as “WS”).

This website (“Site”) is owned by WS and its contents are proprietary to WS.  They are protected by law, including, but not limited to, United States copyright law and/or international treaties and other international law.  Any unauthorized Use (as defined below) of any material contained in this Site is in breach of your contractual obligations hereunder.  It may also be in violation of copyright or trademark laws, privacy, publicity, communications regulations and statutes.

Viewing the Site pages, downloading, copying, linking or similar activities constitute “Use” (including the various grammatical variations thereof).  You agree that your Use of this Site sufficiently demonstrates and serves to confirm your consent to the terms and conditions in this Contract.  Your Use also confirms that you agree to fully comply with all applicable laws and regulations, including, but not limited to, U.S export and re-export control laws and regulations.

WS may periodically audit your Use of this Site.  In the event WS, in its sole discretion, concludes that your Use is in violation of this Contract, WS may immediately block further access.  This remedy is in addition to any other remedy available at law, the exercise of which shall be undertaken at WS’s sole discretion.

WS RESERVES THE RIGHT TO CHANGE AND/OR AMEND THESE TERMS AND CONDITIONS AT ANY TIME.  WS is not obligated to provide you with advance notice.  It is your sole responsibility to periodically review these terms and conditions, the latest version of which will be available at this URL.

This Contract does not alter in any way the terms and conditions of any other contract you may already have with WS.

CONTENTS

USE RESTRICTIONS
WARRANTY DISCLAIMER
LIMITATION OF LIABILITY
INDEMNIFICATION
PRIVACY POLICY
U.S. GOVERNMENT RESTRICTED RIGHTS
TRANSMISSIONS
NOTICE OF COPYRIGHT INFRINGEMENT
APPLICABLE LAWS & MISCELLANEOUS

USE RESTRICTIONS

Copyright: All content in this Site, including, without limitation, text, pictures, graphics, data and other files and the selection and arrangement thereof are copyrighted materials of WS ©YYYY, ALL RIGHTS RESERVED, or by the original creator of the material.  You are granted permission to display and download materials from this Site for personal, noncommercial use only, provided you do not modify the materials and that you keep the copyright and other proprietary notices contained in the materials.  You may not “mirror” any material contained in this Site on any other server, or deep link into any other page on this Site without the prior, express written permission of WS.

Trademarks: All trademarks, service marks, trade names and logos (collectively, the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of WS.  These Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of WS.  Nothing in this Contract confers on you any right of ownership to any of the Trademarks.  Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark displayed on the Site, without the prior, express written consent of WS.

Hyperlinks:  You are granted a limited, nonexclusive right to create a hyperlink to this Site’s entry page (also known as “home page”).  You may do so as long as the page using the link does not portray WS nor any of its products or services in a false, misleading, derogatory or otherwise defamatory manner.  You may not employ framing techniques to enclose any WS Trademark or other proprietary content without WS’s prior written consent.  Any third party site links provided in the Site are provided solely for the user’s convenience.  WS does not endorse these sites nor make any representations about them, and your use of these sites is at your own risk.  You agree that WS will not be responsible or liable under any circumstances or theories, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with your use or reliance on these third party sites.

Limited Access:  You agree you will not use, directly or indirectly, any bot, spider, or other automatic method or means, nor any manual processes to copy any web pages on this Site.  You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site.  You will not take any action, directly or indirectly, that WS, in its sole discretion, concludes imposes an unreasonable or disproportionately large load on any components of its computer infrastructure or that of its service providers.

Additional Use Restrictions:  You may not post, intercept, transmit, email, retransmit or store material on, from and/or through the Site, which, in the sole judgment of WS: (i) violates any local, state, federal or foreign law or regulation, (ii) is threatening, harassing, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity, or (iii) violates the rights of any person, including rights protected by copyright, trademark, trade secret, patent or other intellectual property or similar laws or regulations.  You will be solely responsible for determining and complying with any and all laws and regulations that are applicable to your Use.  Additionally, your Use may only be such that is consistent, in WS’s sole judgment, with the purpose of this Site.  

By way of illustration, which shall not be deemed exhaustive, the following activities are prohibited:

A.  Upload, post, email or otherwise transmit any data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable.

B.  Promote or provide instructional information about illegal activities.  This may include, but is not limited to, providing instructions on how to assemble bombs, other weapons, and money laundering;

C.  Harms minors in any way;

D.  Impersonate any person or entity, including, but not limited to, an WS employee, officer, director or agent, or falsely state or otherwise misrepresent your affiliation with a person or entity;

E.  Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted through this Site or develop restricted or password-only access pages or images;

F.  Upload, post, email or otherwise transmit any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

G.  Upload, post, email or otherwise transmit any data that infringes any patent, trademark, trade secret, copyright or other proprietary and/or confidentiality rights of any party;

H.  Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes or any other form of solicitation;

I.  Upload, post, email or otherwise transmit any data that contains software viruses or any other software code, files or programs designed to interrupt, destroy, surveil, or limit the functionality and/or capacity of any WS computer software or hardware, including that of its service providers.

WARRANTY DISCLAIMER

THIS SITE, INCLUDING ALL SOFTWARE, FUNCTION, DATA AND INFORMATION IS PROVIDED ON “AS-IS,” “WHERE IS,” “WITH ALL FAULTS” BASIS.  WS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

IN NO EVENT WILL WS, ITS AFFILIATES, BUSINESS PARTNERS, SUPPLIERS, ENTITIES MENTIONED IN THE SITE, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPAIR OF EQUIPMENT, CORRECTION OF DATA OR ANY OTHER DAMAGE, YOU ASSUME ALL COSTS THEREOF.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSION MAY NOT BE APPLICABLE TO YOU.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless WS, its affiliates, business partners, suppliers, service providers, officers, directors, employees, agents and assigns harmless from any loss, liability, claim, demand, damage or expense (including reasonable legal fees) asserted by any third party relating in any way to your Use or breach of this Contract.  Any settlement you agree to shall not, under any circumstances, impose an unindemnified obligation on WS without our prior express, written consent. Without limiting the application of this section, nor any of its other rights under applicable law, WS reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

PRIVACY POLICY

You have read and agree to our Privacy Policy, which is available here.

U.S. GOVERNMENT RESTRICTED RIGHTS

Content in this Site is provided with “RESTRICTED RIGHTS.”  Use, duplication or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations.  Use of the material by the government constitutes consent to WS’s or other content owner’s proprietary rights therein.

TRANSMISSIONS

Any material, data or ideas you transmit to or post on this Site, by any means, will be treated as non-confidential.  Furthermore, by posting these you grant to WS, its successors and assigns, a non-exclusive, world-wide, royalty free, perpetual, irrevocable license to use, copy and distribute such content in any manner, except as otherwise provided in the Privacy Policy.

NOTICE OF COPYRIGHT INFRINGEMENT

It is WS’s policy to comply with all intellectual property laws and to act expeditiously upon receipt of a valid notice of claimed infringement.  If you believe a work has been reproduced in this Site in a manner that constitutes copyright infringement, please provide a notice of copyright infringement containing all of the following information:

1.  Identification of the material on the Site that is claimed to be infringing.
2.  Your address, telephone number or email.
3.  A statement that you have 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.
4.  A statement, under penalty of perjury, that the information in the notice of copyright infringement is accurate, and that the complaining party is authorized to act on behalf of the owner of the right that is allegedly infringed.

All notices of copyright infringement must be sent to:

Williams Sound, LLC.
Attention: Chief Financial Officer
Email: info@williamssound.com

Important:  All correspondence must be in English.  If correspondence is not in English, it will be discarded.

APPLICABLE LAWS & MISCELLANEOUS

If any provision in this Contract is held by a court of competent jurisdiction to be invalid, then such provision shall be construed as nearly as possible to correspond with WS’s intentions and without prejudice to WS as the drafter.  The other provisions in the Contract shall remain unaffected.  WS’s failure to exercise or enforce any right or provision of this Contract shall not constitute a waiver of such right or provision, unless previously agreed to in writing by WS.  The section titles in this Contract are solely used for convenience and have no independent legal significance.  This Contract may be assigned in whole or in part by WS.  This Contract may not be assigned by you.  This Contract shall be governed by and construed in accordance with the laws of the State of Minnesota, notwithstanding any conflict of laws provisions or rules.  You unequivocally, irrevocably and unconditionally (i) consent to the exclusive jurisdiction of the state and federal courts sitting in Hennepin County, Minnesota (the “Minnesota Courts”) for any litigation or dispute arising out of relating to this Contract, (ii) agree not to commence any litigation arising out of relating to this Contract in any other jurisdiction and (iii) agree not to plead or claim that such litigation is being brought in an inconvenient forum.
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