Effective as of August 30, 2017
Welcome to www.PotterSignal.com (the "Website"). The Website is operated by Potter Electric Signal Company, LLC ("Potter"). In these terms and conditions ("Terms"), "You" and "Your" shall mean a user of the Website.
You represent that You are an adult in Your state of residence and are qualified to enter into and form binding contracts under applicable law and, in the event You are accessing the Website on behalf of a company, organization, government, or other legal entity, that You have full authority and power to enter into these Terms on behalf of such company, organization, government, or other legal entity. You agree to these Terms on behalf of yourself and the applicable company, organization, government, or other legal entity that You represent.
No one under age 13 may provide any personal information on the Website. Potter does not knowingly collect personally identifiable information from children under the age of 13.
Potter reserves the right to withdraw or amend the Website, and any service or material Potter provides on the Website, in its sole discretion without notice. Potter will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, Potter may restrict Your access to some parts of the Website, or the entire Website, due to, for example, bandwidth limitations, usage limitations, storage limitations, download limitations, and other limitations.
To access certain areas of the Website, You may be asked to create a user account and provide personal information, including but not limited to Your e-mail address, passwords, Your name, and Your address. It is a condition of Your use of the Website that all the information You provide on the Website is correct, current, and complete. You agree that You supply any such personal information at Your own initiative, and at Your own risk. You understand that this information may be stored by Potter.
If You create an account on the Website, You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. This responsibility includes, without limitation, using a strong password that is difficult to guess or crack. You acknowledge that Potter is not responsible for third party access to Your account that results from theft or misappropriation of Your account. You agree that Potter cannot and will not be liable for any loss, damage, or injury arising directly or indirectly from Your failure to keep safe and/or secure Your account and/or password and You agree to indemnify, defend, and hold harmless Potter for same. You may not assign or otherwise transfer Your account to any other person or entity.
Potter has the right to disable any user name, password, or other identifier, whether chosen by You or provided by Potter, at any time, in Potter's sole discretion for any or no reason, including if, in Potter's opinion, You have violated any provision of these Terms. Potter also reserves the right to access, read, preserve, and disclose any information Potter reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Potter, its users and the public.
You may use the Website only for lawful purposes and in accordance with these Terms. You are responsible for Your use of the Website, for any content You post, submit, send, provide, upload, transmit, display or cause to be displayed in connection with Your use of the Website, and for any consequences thereof.
As a condition of Your use of the Website, You warrant to Potter that You will not use the Website for any purpose that: (a) is unlawful, fraudulent, or deceptive, or otherwise prohibited by these Terms; (b) infringes or violates the rights of any other party; (c) could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website; (d) introduces or attempts to introduce viruses, worms, Trojan horses, macros, scripts, keyloggers, data scrapers, packet sniffers, or any other any software or code which interrupts, destroys, inhibits, or limits the functionality of any computer or telecommunications system, software, or hardware; (e) involves systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website without Potter's express written consent; (f) gains or attempts to gain unauthorized access to Potter's computer network, computer systems, or user accounts; (g) encourages or facilitates conduct that would constitute a criminal offense or give rise to civil liability; (h) violates these Terms; (i) modifies, reverse engineers, or transfers, or in any way exploits, in whole or in part, any of the content found on the Website; (j) is commercial, including but not limited to promoting Your or a third party's goods on the Website, or producing or developing content in exchange for payment, remuneration, or consideration of any kind and/or selling content created using Potter software and/or the Website or for use with Potter software and/or the Website, except to the extent such transactions are expressly authorized by Potter and carried out through the Website provided by Potter.
You agree that no joint venture, partnership, employment, or agency relationship exists between You and Potter as a result of these Terms or use of the Website.
In these Terms, "Your User Content" means material (including without limitation text, images, audio material, video material and audio-visual material) that You submit to the Website, for whatever purpose. You retain Your rights to Your user content. By providing such content, You grant to Potter a worldwide, irrevocable, assignable, transferrable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute Your User Content in any existing or future media. You also grant to Potter the right to sub-license these rights, and the right to bring an action for infringement of these rights. Your User Content must not be illegal or unlawful. You warrant and represent that Your User Content does not infringe any third party's rights, including without limitation rights of privacy, likeness rights, and/or intellectual property rights, and that You have the authority, ability, and right to grant to Potter the license described in this Section.
You must not submit any user content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. Potter reserves the right to edit or remove any material submitted to the Website, or stored on Potter's servers, or hosted or published upon the Website.
Notwithstanding Potter's rights under these Terms in relation to user content, Potter does not undertake to monitor the submission of such content to, or the publication of such content on, the Website. Potter is not a backup service and You are solely responsible for maintaining original and/or backup copies of any content uploaded to the Website. Potter is under no obligation and has no duty to preserve or maintain copies of any content, nor to provide You or any other person or entity with copies or access to same. Potter strongly recommends that You make and maintain independent backup copies of any content You deem important.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Potter, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly stated in these Terms, You are not granted any intellectual property rights or license thereto by implication, estoppel or other legal theory, and all rights in and to the Website not expressly granted in these Terms are hereby reserved and retained by Potter.
Nothing in the Terms gives You a right to use the Potter name or any Potter trademarks, logos, slogans, domain names, and/or other distinctive brand features. Any feedback, comments, or suggestions You may provide regarding Potter, or the Website is entirely voluntary and Potter may use such feedback, comments or suggestions in Potter's sole discretion without any obligation to You.
Potter respects the intellectual property rights of others and expects You to do the same. Potter will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Potter. If You believe content has been used in a way that constitutes copyright infringement, please provide Potter with the following information:
Potter reserves the right to remove content alleged to be infringing without prior notice and at Potter's sole discretion, without liability to You. To submit a notification of claimed infringement, please contact Potter's designated agent at the following address:
You consent to receive electronic communications from Potter and You acknowledge that all agreements, notices, disclosures and other communications that are provided to You electronically satisfy any legal requirement that such communications be in writing.
The Website is controlled, operated and administered by Potter from Potter's offices within the United States. If You access the Website from a location outside the United States, You are responsible for compliance with all local laws. You agree that You will not use content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
If Your access to the Website is completely restricted or Your account(s) is/are deactivated by Potter, these Terms shall terminate, except that any other obligation or provision which, by its nature, survives termination of these Terms.
Under no circumstance will You be entitled to a refund or setoff by reason of termination of these Terms.
You agree to indemnify, defend and hold harmless Potter, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of Your use of or inability to use the Website or services, Your violation of any provisions in these Terms, Your violation of any rights of a third party, or Your violation of any applicable laws, rules or regulations. Potter 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 Potter in asserting any available defenses.
Please read this section carefully since it limits the liability of Potter. Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to You. Nothing in this section is intended to limit any rights You may have which may not be lawfully limited.
You knowingly and freely assume all risk when using the Website. Potter and its affiliates assume no liability or responsibility, financial or otherwise, and shall not be liable for any damage, loss or injury resulting from or arising out of Your use, access or inability to access the Website or Your reliance upon the information contained in the Website, including, but not limited to, viruses that may infect Your computer equipment or other property, or for any loss or corruption of data on account of Your access to, use of or browsing of the Website.
ALL INFORMATION, SOFTWARE, SERVICES AND RELATED GRAPHICS ON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. POTTER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS.
Potter makes no warranty and disclaims all responsibility and liability for: (i) the completeness, suitability, accuracy, availability, timeliness, security or reliability of the Website or any content contained therein; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Website; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Website; and (iv) whether the Website will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Potter or through the Website, will create any warranty not expressly made herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POTTER AND/OR ITS SUPPLIERS 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 WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF POTTER OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF POTTER EXCEED THE AMOUNT YOU PAID POTTER IN THE PAST TWELVE MONTHS FOR ACCESSING THE WEBSITE OR ANY OF THE CONTENT THEREON, WHETHER OR NOT ANY SUCH AMOUNTS ARE ACTUALLY PAID.
The Website may contain links to other websites not hosted or operated by Potter (each, a "Linked Site"). Linked Sites are not under the control of Potter and Potter is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Potter is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Potter of the Linked Site or any association with its operators.
The Website may utilize or include third party software subject to third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the Website is subject to and governed by the terms and conditions of the third party license applicable to such Third Party Software. In the event of a conflict between these Terms and the terms of such third party licenses, the terms of the third party licenses shall control with regard to Your use of the relevant Third Party Software. You warrant and represent that You will abide by the terms and conditions of all such Third Party Software agreements. You understand that You will be liable to Potter for any losses incurred by Potter arising or related, directly or indirectly, to a breach of any Third Party Software agreements, and You agree to indemnify, defend, and hold harmless Potter for the same.
In the event a dispute shall arise between the parties to these Terms, it is hereby agreed that the dispute shall be referred to arbitration in accordance with United States Arbitration and Mediation Rules of Arbitration. The arbitrator's decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with arbitrator's award, the other party is entitled of costs of suit including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award.
Any claims brought under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.
These terms and conditions shall be construed and interpreted according to the laws of the State of Missouri, without regard to the conflict of law principles or rules. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this Section.
Potter's failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Potter of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
If any term or condition shall, to any extent, be invalid or unenforceable, the remainder of the Terms shall not be affected thereby, nor shall the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable be affected thereby. The invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original.
It is the express wish to the parties that these Terms and all related documents be written in English.
Potter reserves the right, in its sole discretion, to change, modify, amend, adjust, add to, delete from and/or withdraw these Terms and/or the information on the Website at any time without notice. The most current version of the Terms will supersede all previous versions and You expressly agree to be bound by the most current version of the Terms. Potter encourages You to periodically review the Terms to stay informed of Potter's updates.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
Potter welcomes Your questions or comments regarding the Terms:
Potter Electric Signal Company, LLC
13723 Riverport Drive
St. Louis, Missouri 63043