TERMS OF USE

Acceptance of Terms

Walz Group, LLC (“WALZ”) provides you with access to a variety of resources on this website (the “Site”), including documentation and other product information (collectively the “Documentation”), download areas, and other services (collectively "Services") and Software. The Documentation, Services, and Software (including any updates, enhancements, new features, and/or the addition of any new web properties to the Site), are subject to the following Terms of Use ("TOU"), unless we have provided those items to you under more specific terms, in which case, those more specific terms will apply to the relevant item. WALZ reserves the right to update the TOU at any time without notice to you. The most current version of the TOU can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of this page.

Privacy and Protection of Personal Information

See the WALZ Online Privacy Policy, which is available at http://www.walzgroup.com/privacy-policy.html, relating to the collection and use of your information.

Confidentiality, Intellectual Property, and Data Protection

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these TOU. As a condition of your use of the Site, you warrant to WALZ that you will not use the Site for any purpose that is unlawful or prohibited by the TOU. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. All content included as part of the Site, all data and materials developed or provided by WALZ in connection with the operation of the Site, including without limitation all pages, screens, functionality, text, images, and the general “look and feel” used on the Site, and all proprietary rights inherent therein or appurtenant thereto, are the property of WALZ or its suppliers and protected by copyright and other applicable laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. WALZ content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your authorized business use, and will make no other use of the content without the express written permission of WALZ and, where applicable, the copyright owner. You agree that you do not acquire any ownership rights in any protected content. WALZ does not grant you any licenses, express or implied, to the intellectual property of WALZ or its licensors except as expressly authorized by the Terms.

Registration, Passwords, and Responsibilities

If any of the Services require you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a username and password. By accessing the Site, you agree that (i) you are the person the login credentials being used are assigned to; (ii) you have not and will not allow others to use the login credentials assigned to you to access the Site; (iii) you will not grant access to the Site to unauthorized persons; (iv) you will keep the assigned login credentials strictly confidential; (v) you are authorized to access the information contained within the Site; (vi) you are accessing the information for a permitted business purpose and no other unauthorized purpose; (vii) you will log-off the Site immediately upon completion of each session; (viii) you will not intentionally spread viruses or other malicious computer codes to the Site; (ix) you will maintain high-level spam and virus protection on all computers and systems used to interface with the Site; and (x) you will not download, transfer, save or otherwise keep any data contained on the Site, except as authorized. WALZ does not allow multiple users to access the Site through a single username and password and may cancel or suspend your access to the Site if you do this without further obligation to you. You acknowledge that WALZ is not responsible for third party access to your account that results from theft or misappropriation of your account. WALZ reserves the right to refuse or cancel service, terminate accounts, and/or remove or edit content in WALZ’ sole discretion. WALZ will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by WALZ or another party due to someone else using your account or password. You may not use anyone else's account at any time.

Notice Specific to Software Available on this Site

All Software is the copyrighted work of WALZ and/or its suppliers. If WALZ makes Software available on this Site without a License Agreement, you may use such Software to access WALZ products and services. The Software is made available for your use according to these TOU. Any reproduction or redistribution of the Software not in accordance with these TOU is expressly prohibited. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. FOR YOUR CONVENIENCE, WALZ MAY MAKE AVAILABLE ON THIS SITE, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. WALZ DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THIS SITE.

Notice Specific to Documentation Available on this Site

All Documentation is the proprietary work of WALZ. If Documentation is made available to you on this Site without a Documentation License Agreement, then you may annotate, translate, and make a reasonable number of copies of the Documentation for your internal use and you may distribute a reasonable amount of portions of the Documentation as necessary to conduct your business. You may not publish any such annotations or translations. The Documentation does not include the design or layout of the Site or any other WALZ owned, operated, licensed or controlled site. Elements of WALZ websites are protected by trade secrets, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any WALZ site may be copied or retransmitted unless expressly permitted by WALZ. THE DOCUMENTATION AND RELATED GRAPHICS PUBLISHED ON THE SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THIS SITE. WALZ MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED ON THIS SITE AT ANY TIME.

Limitation of Liability

THE USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. WALZ IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF SUCH USE. Changes are periodically added to the information herein. WALZ may make improvements and/or changes to the Site at any time and without further notice to you. WALZ makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. WALZ hereby disclaims all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by applicable law, in no event shall WALZ be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, with the delay or inability to use the Site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability or otherwise, even if WALZ has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Site.

Reservation of Rights

WALZ reserves all rights not expressly granted under these TOU, and no other rights are granted under these TOU by implication or estoppel or otherwise.

No Unlawful or Prohibited Use

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any WALZ server, or the network(s) connected to any WALZ server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any WALZ server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

Indemnification

You agree to indemnify, defend and hold harmless WALZ, its officers, directors, employees, agents and third parties, and successors and assigns, for any and all claims, losses, proceedings, injuries, costs, liabilities and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising out of your use of or inability to use the Site, any postings made by you, your violation of any of these Terms and Conditions or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. WALZ reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with WALZ in asserting any available defenses.

Use of Services

The Services may contain download and upload areas, e-mail services, chat areas, calendars, and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

1. Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
2. Defame abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
3. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
4. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity), unless you own or control the rights thereto or have received all necessary consent to do the same.
5. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
6. Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
7. Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service(s) specifically allow(s) such messages.
8. Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
9. Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
10. Restrict or inhibit any other user from using and enjoying the Communication Services.
11. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
12. Harvest or otherwise collect information about others, including e-mail addresses. Violate any applicable laws or regulations.
13. Create a false identity for the purpose of misleading others. Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

WALZ has no obligation to monitor the Communication Services. However, WALZ reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. WALZ reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. WALZ reserves the right at all times to disclose any information as WALZ deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in WALZ’ sole discretion. Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Services. WALZ does not control or endorse the content, messages or information found in any Communication Services and, therefore, WALZ specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorized WALZ spokespersons, and their views do not necessarily reflect those of WALZ. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

Materials Provided to Walz or Posted at Site

WALZ does not claim ownership of the materials you provide to WALZ (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are granting WALZ, its affiliated companies, necessary sublicensees (including third parties whose products, technologies and services use or interface with any specific parts of a WALZ software or service that includes the Submission), without charge, the right to use, share and commercialize your Submission in any way and for any purpose. You will not give any Submission that is subject to a license that requires WALZ to license its software or documentation to third parties because we include your Submission in them. WALZ is under no obligation to post or use any Submission you may provide, and WALZ may remove any Submission at any time in its sole discretion. By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these TOU including, without limitation, all the rights necessary for you to Post the Submissions. In addition to the warranty and representation set forth above, by Posting a Submission that contains images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these TOU, (b) you have the rights necessary to grant the licenses and sublicenses described in these TOU, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these TOU, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, you are granting (a) to all members of your private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the Services or Site, other than a private community), permission to use your Images in connection with the use, as permitted by these TOU, of any of the Services or Site, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for Images will terminate at the time you completely remove such Images from the Services or Site, provided that such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images. No compensation will be paid with respect to the use of your Images.

Links to Third Party Sites

THE LINKS IN THIS AREA WILL LET YOU LEAVE WALZ‘ SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF WALZ AND WALZ IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. WALZ IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. WALZ IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY WALZ OF THE SITE.

Dispute Resolution

In the event of any dispute arising out of or relating to these TOU, the parties agree to attempt in good faith to first resolve the dispute by direct negotiation. If the negotiation fails to resolve the dispute, the parties agree to mediation with a neutral third-party mediator acceptable to both parties. The parties will share mediation expenses equally. If the mediation fails, then either party may use any other legal remedy. This paragraph does not limit WALZ’ use of legal remedies in collection of any invoiced Services. Attorneys’ fees and costs shall be awarded to the prevailing party in any court proceeding concerning a dispute under these TOU. The parties intend to incorporate the provisions of California Civil Code Section 1717 with respect to the award of attorneys’ fees and costs.

WAIVER OF JURY TRIAL

EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law

These TOU shall be governed by the laws of the state of California, without reference to conflict of law principles.

Changes to Terms

WALZ reserves the right, in its sole discretion, at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof), with or without notice. WALZ shall also have the right at any time and without prior notice, at its sole discretion, to revise these Terms and Conditions or to impose new terms and conditions with respect to access to or use of the Site. Such modifications shall be effective immediately upon posting or other notice thereof. The most current version of the Terms and Conditions will supersede all previous versions. Your access or use of the Site after notice of any such modifications shall constitute and be deemed your agreement to be bound by such modifications.

We encourage you to periodically review the Terms and Conditions to stay informed of updates made by WALZ.

Effective as of May 1, 2015

Last Updated May 1, 2015

Any Questions or Concerns Regarding These Terms and Conditions Can Be Addressed

to:

Walz Group, LLC
27398 Via Industria
Temecula, California 92590 USA