Terms and Conditions
(Last Updated September 29, 2017)
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY
ZCL COMPOSITES INC. AND XERXES CORPORATION, TOGETHER WITH THEIR SUBSIDIARIES AND AFFILIATES (“we” or “us” or “our”) PROVIDES YOU ACCESS AND USE OF THIS SITE SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE (the “Site Terms”). BY ACCESSING, BROWSING AND USING THIS SITE (the “Site”), YOU AGREE TO BE BOUND BY THE SITE TERMS AND ALL APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THE SITE TERMS AND APPLICABLE LAW EACH TIME YOU USE THIS SITE OR YOU DO NOT HAVE THE AUTHORITY TO AGREE TO OR ACCEPT THESE SITE TERMS, YOU MAY NOT USE THE SITE. THE FOLLOWING PROVIDES DETAILED INFORMATION ABOUT OUR TERMS AND CONDITIONS OF USE:
A. Related Polices and Terms
The Site Terms apply exclusively to your access to, and use of, this Site and do not alter in any way the terms or conditions of any other agreement you may have with us for products, services, or otherwise.
B. Modification of Site Terms
We reserve the right to modify these Site Terms in our sole discretion from time to time and only we have the right to do so. If the Site Terms are changed, we will post the new terms on the Site and note the date they were last updated. Any changes or modification will be effective upon posting of the Site Terms as revised, and your use of the Site following the posting will constitute your acceptance of the new Site Terms.
C. License and Site Access
We grant you a limited license to make personal use only of the Site. Such grant does not include, without limitation: (a) any resale or commercial use of this Site or any Site Materials (defined below); (b) modification, adaptation, translation, reverse engineering, decompilation, disassembly or conversion into human readable form any of the Site materials not intended to be so read, including use of or directly viewing the underlying HTML or other code from this Site except as interpreted and displayed in a web browser; (c) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials (including any of our trademarks) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (d) the collection and use of any service offerings or descriptions; (e) making derivative uses of the Site and any Site Materials; or (f) use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site Materials or to collect any information from the Site or any other user of the Site. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under a patent, trademark, copyright, or proprietary right of ours or any third party. You may not use any meta tags or any other “hidden text” utilizing our name, trademark, or product name without our express written consent. “Site Materials” means all materials on the Site, including, without limitation, trademarks (as specifically defined in these Site Terms) design, product description, HTML text, graphics, other files, photographs, codes, software layout, designs forms and the selection and arrangement thereof.
We may terminate this license and your use of or access to the Site if you make or permit any unauthorized use of this Site. Such actions by you may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. We reserve the right to have all violators prosecuted to the fullest extent of the law.
D. Intellectual Property
Ownership: All Site Materials are owned by us and others and are protected by United States and international copyright, trademark and other laws.
Trademarks: ZCL Composites Inc., and Xerxes Corporation and their respective designs and/or logos are either trademarks or registered trademarks of ours and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are trademarks, and/or trade dress of ours, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.
Restrictions on Use: Except as stated in the Site Terms, none of the materials and Intellectual Property described in these Site Terms may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without our prior written permission or the respective intellectual property owner. You may electronically copy and print to hard copy portions of this Site for the sole purpose of using materials it contains for informational and non-commercial, personal use only. Any other use of the materials in this Site – including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display, or performance – without our prior written permission – is strictly prohibited.
Links to the Site
You are granted a limited, non-exclusive right to create a hypertext link to the home page only of this Site, provided such link does not portray us or any of our products and services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any trademark, logo or other proprietary information, including the images found at this Site, the content of any text or the layout/design of any page, or form contained on a page without our express written consent. All other linking is prohibited without prior consent from us. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of ours or any third party.
Third Party Links
This Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of Linked Sites.
If you provide information through the Site, you agree that any information you provide to us will be current, accurate and complete.
Restrictions for Submissions
By using the Site, you agree not to do any of the following:
- Upload to, distribute or otherwise publish through this Site any message, information, text or other material (“Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
- Upload or transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, provincial, national, federal or international law, including without limitation, the regulations of the Toronto Stock Exchange, U.S. Securities and Exchange Commission, any rules of any securities exchange such as the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, or the Nasdaq Stock Market;
- Upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content;
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Upload content that knowingly or unknowingly shares any personally identifiable information of another party without that party’s express consent;
- Upload to, distribute or otherwise publish through this Site any Content such as charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes, advertising or solicitations for funds, political campaigning, mass mailings, any form of unsolicited commercial email or “spam,” (regardless of whether the email itself complies with the requirements of federal or state law for sending commercial email) or offering or disseminating fraudulent goods, services, schemes or promotions; and
- Disseminate any harmful content of any kind, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.
Policies and Enforcement
All access to and use of this Site is governed by and subject to the Site Terms. We have the right, but not the obligation, to monitor any activity and Content associated with interactive areas on this Site. We may access at any time and use internally for any lawful purpose information stored on our systems, including the content of any emails or other communications. We may disclose such information to any third party including law enforcement agencies to protect our rights or property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action that we deem appropriate. We have the right, but not the obligation, to take any action we deem appropriate, including but not limited to action to issue a warning, suspend or terminate your access and use of the Site and related services at any time, and block, remove or edit any communication and materials that we believe in our sole discretion may violate applicable law, the Site Terms or a third party’s rights. We take no responsibility and assumes no liability for any Content posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.
Responsibility for Your Conduct
You remain solely liable for the Content of any messages or other information you upload or transmit to the interactive areas of this Site. You agree to indemnify and hold us harmless, as well as our employees, agents and representatives from any third-party claim, action, demand, loss, or damages (including attorneys’ fees) arising out of or relating to your conduct, your actual or attempted violation of these Site Terms or any applicable law, your violation of any rights of a third party, or the acts or omissions of a third party who has authority to access or use the Site on your behalf.
This website is designed for and intended for use by adults. If you are under 18, you may use this Site only with involvement of a parent or guardian. If you are a parent or legal guardian, you must monitor and supervise the use of this Site by children, minors and others under your care. You agree to be responsible for their use of this Site.
THIS SITE AND THE MATERIALS PROVIDED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND MATERIALS, CONTENT, SERVICES AND PRODUCT ON THIS SITE. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE IS AT YOUR SOLE RISK. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES, OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF BY US.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
We reserve 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.
I. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OUR OPERATION OF THE SITE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO OUR OPERATION OF THE SITE EXCEED $100.00 (US) SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR FRAUD IN CONNECTION WITH OPERATING THE SITE.
You agree to indemnify and hold us, and our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party due to or arising out of or in connection with your use of the Site.
K. Violation of These Terms and Conditions of Use
We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of the Site, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that we may preserve any transmittal or communication by you with us 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 we determine that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Site Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of our employees, users of or visitors to the Site, and the public.
You agree that we may, in our sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Site Terms or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Site Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.
You agree that we may, in our sole discretion and without prior notice, terminate your 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 you (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 we do take any legal action against you as a result of your violation of these Site Terms, we will be entitled to recover from you, and you agree to pay, all attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Site Terms.
I. Applicable Law, Venue and Limitation of Actions
You agree that all matters relating to your 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 Minnesota, without resort to its conflict of law provisions. Regardless of where you access this Site, you agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed and adjudicated only in the federal or state courts located in Minnesota, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action, arbitration, mediation or other proceeding arising out of these Site Terms.
The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Site Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. 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 attorneys’ fees. In the event of any controversy or dispute arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed forty-five (45) 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.
Notwithstanding any of these Site Terms, we reserve the right, without notice and in our sole discretion, to terminate your license to use this Site, and to block or prevent future access to and use of this Site if you violate any of these Site Terms or its policies. Upon termination, these Site Terms shall still apply.
N. Legal Equivalency
This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or other proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
If any provision of the Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
No waiver, express or implied, by either party of any breach of or default under these Site Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
Q. Contact Us
If you are experiencing difficulties using the Site, please contact us:
Call our Customer service representatives at 1-800-661-8265 (Monday – Friday, 8 AM – 5 PM MST)
Email us at: email@example.com