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Terms of Use (effective April, 2019)

Welcome to A-dec.com (the “A-dec Website” or “Website”), operated by A-dec, Inc. (referred to as “A-dec,” “we,” and “our”). A-dec maintains this Website for your information, education and purchasing convenience. You are encouraged to use and enjoy the A‑dec Website. Please read these Terms of Use before using the Website. The Terms of Use constitute a binding ‎agreement between you and ‎A-dec. By using the A‑dec Website, you, on behalf of yourself and any entity you represent (if any),‎ agree to be bound by these Terms of Use set forth below as well as other terms, conditions, and policies set forth on the A‑dec Website. If you do not agree to the Terms of Use, please do not use the Website or any of the services ‎provided on the Website. Users who violate these Terms of Use may have their access to and use of ‎the Website suspended or terminated, at the discretion of A-dec.

‎In addition to these Terms of Use, please review the information practices disclosed in‎ the A‑dec Privacy Policy.

Modification to these Terms of Use
We may update these Terms of Use from time-to-time in our discretion, and the latest version will be posted on the ‎Website. Accordingly, you should visit this page periodically to review the most current Terms of ‎Use. You can determine if these Terms of Use have been revised since your last visit to the ‎Website by referring to the effective date. In addition, if you have provided us your email ‎address through the Website, we may, in our discretion, also notify you of such changes via the ‎email address you have provided to us. Your use of the Website following such revisions ‎constitutes your acceptance of and agreement to these Terms of Use, as revised by us. The ‎revisions will be effective upon posting, unless some other date is specified.‎

Accuracy, Completeness, and Timeliness of Information and Content on the Website
A-dec is not responsible if any information or content available on the ‎Website is not accurate, complete, or current. A-dec reserves the right to modify ‎the Website and any content at any time without notice, but has no obligation to update the ‎Website or its content. It is your responsibility to monitor changes to the Website. There may be ‎times when the Website, its content, or certain features or parts of the Website become ‎unavailable on an unscheduled basis. We will not be liable to you for any temporary or permanent ‎withdrawal, modification, unavailability, suspension, or discontinuance of the Website or any ‎content or service available through the Website.‎

Proprietary Rights
All content contained on this Website, including but not limited to text, graphics, forms, logos, button icons, images, as well as the selection and arrangement thereof, and the overall “look and feel,” color combinations, other graphical elements of the Website, and software, is the property of A-dec, its affiliates or their collective suppliers and is protected by United States and international copyright laws. The compilation of all content on this Website is the exclusive property of A-dec and protected by United States and international copyright laws.

All trademarks on this Website are subject to trademark rights of A-dec, its affiliates, and their collective suppliers in the United States and foreign countries. A-dec, the A-dec logo, A-dec Inspire, Cascade, Century Plus, Continental, Decade, Dectron, ICX, ICV, Performer, Preference, Preference Collection, Preference ICC, Radius, and reliablecreativesolutions are trademarks of A-dec, Inc., and are registered in the United States and other countries. A-dec 500, A-dec 400, A-dec 300, A-dec 200 and ICX Renew are also trademarks of A-dec, Inc. None of the trademarks or trade names on this Website may be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.

Certain touchpad symbols are proprietary to A-dec, Inc. Any use of these symbols, in whole or in part, without the express written consent of A-dec, Inc., is strictly prohibited.

Except as expressly stated below, you receive no rights to any proprietary information or intellectual property of A-dec, its affiliates or its suppliers by your use of this Website.

Use of Website and Contents
A-dec grants you a limited, revocable, nonexclusive, nontransferable, nonassignable, nonsublicensable license to access and make personal use of this Website and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of A-dec. This license does not include any resale or commercial use of this Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Website or its contents; any downloading or copying of account information for the benefit of another person; or any use of data mining, robots, or similar data gathering and extraction tools. This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of A-dec. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of A-dec, our affiliates, or suppliers without express written consent.
You agree that your use of the Website and its content will be in compliance with all ‎applicable laws and regulations and that you will not use, or allow any other person to use, the ‎Website or its content for or in connection with any illegal purpose or activity.‎

Any unauthorized use of this Website or other breach of these Terms of Use automatically terminates the rights granted to you. Any such breach may also constitute a violation of copyright, trademark, or other applicable law.

You are responsible for all software, hardware, services (such as Internet service), and other equipment necessary to access and use the Website, including all related expenses, if any. By accessing the Website, you acknowledge and agree that you are solely and exclusively responsible for protecting your own computer, device and software in any and all respects.

User Conduct
You agree to use the Website only for lawful purposes. You agree not to take any action ‎that might compromise the security of the Website, render the Website inaccessible to others, or ‎otherwise cause damage to the Website or its content. You agree not to use the Website in any ‎manner that might interfere with the rights of third parties. You agree not to use the Website to ‎design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, ‎or otherwise make available any program, application, or service (including without limitation ‎any device, technology, product, computer program, mobile device application, website, or ‎mechanical or personal service) that enables or provides access to, use of, operation of, or ‎interoperation with the Website. You agree not to attempt to access data or materials not ‎intended for you; not to create a database by downloading and/or saving any content, whether ‎directly or through intermediaries; not to transmit, disclose, collect, or store personal ‎information about others; and not to test the vulnerability of our network and/or security ‎systems or otherwise breach or circumvent our security in any way. Although we attempt to ‎prevent viruses and other malicious software from being passed along through the Website, you ‎agree that protection of your own software, personal computer, and other devices from ‎malicious software is your responsibility.‎

You may not use any manual or automatic website search/retrieval computer hardware ‎or application to retrieve or in any way gather Website content or reproduce or circumvent the ‎structure or presentation of the Website without our prior written consent. As a limited ‎exception, general purpose Internet search engines will be entitled to access the Website and ‎use limited content from the Website if, in all cases: (i) They provide a direct hyperlink to the ‎relevant web page from the Website; (ii) they link to and use the content solely in connection ‎with their activities as a general purpose Internet search engine; and (iii) they access the ‎Website from a stable IP address using an easily-identifiable agent. A-dec may ‎terminate this limited exception for general purpose Internet search engines at any time and in ‎its sole discretion, upon written notice including, without limitation, email notice.‎

You expressly acknowledge and agree that engaging in any of the above prohibited ‎activities constitutes an unauthorized use of the Website and content and is a material breach of ‎these Terms of Use, which may result in sanctions, ranging from suspension or termination of ‎your access to the Website to criminal and/or civil liability. Other violations of these Terms of ‎Use may also result in such sanctions and liability.‎

A-dec reserves the right to terminate or restrict your use of our Website ‎and services, without notice, for any or no reason whatsoever.‎

User Submissions
Any communication you send to this Website or to A-dec in any other manner is non-confidential in nature unless otherwise expressly stated by A-dec on the web page on which such communication is submitted. You agree, warrant, and represent that and any and all disclosures, comments, ‎suggestions, ideas, and other submissions (“Submissions”) submitted by you through the ‎Website (i) are exclusively owned or controlled by you; (ii) are accurate and do not violate the ‎rights of, or cause injury to, any third party, including without limitation any third-party ‎copyright, trademark right, right of privacy, right of publicity or other personal or proprietary ‎rights; (iii) are not illegal, obscene, defamatory or threatening; and (iv) do not contain viruses. ‎You must not use any false email address or other contact information, impersonate any person ‎or entity, or otherwise mislead as to the origin of your Submissions.‎

Subject to the terms of the A-dec Privacy Policy, by sending such Submissions you automatically grant A-dec a royalty-free, unrestricted, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, perform and display such Submission alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. This license includes, by way of example, the right to license, sublicense, modify, reproduce, edit, adapt, publish, translate, create derivative works from, distribute and display the Submissions at any time or to refrain from doing so for any reason or no reason whatsoever. This license also includes the right to use the name that you submit with your Submissions; but you acknowledge and agree that neither A-dec nor its sublicensees is under any obligation to use your name or otherwise attribute the Submissions to you.

Third-Party Websites
A-dec’s Website may contain links to other sites, including those of our business partners. While we try to link only to sites that share our high standards and respect for website use and privacy, we are not responsible for the practices employed by other sites and those other sites have not agreed to our Terms of Use and Privacy Policy. In addition, a link to a non-A-dec website does not imply and does not constitute sponsorship, endorsement, approval or responsibility for the content, or the use of such third-party website. You should visit those websites for information regarding their Terms of Use and Privacy Policy prior to using their website or providing personal information.

Disclaimer
THIS WEBSITE INCLUDING ITS CONTENTS AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. A-DEC, ITS AFFILIATES AND THEIR COLLECTIVE SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ACCURACY, SYSTEM INTEGRATION, OR QUIET ENJOYMENT. A-DEC DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR SERVER THAT ‎MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ‎COMPONENTS‎, OR THAT THE INFORMATION CONTAINED ON THE WEBSITE WILL BE ACCURATE IN ALL RESPECTS.

IF YOU DOWNLOAD ANY CONTENT OR MATERIALS FROM THE WEBSITE, YOU ‎DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE ‎FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT ‎RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIALS. BY ‎USING THIS WEBSITE, YOU ACKNOWLEDGE THAT A-DEC IS NOT RESPONSIBLE ‎OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE WEBSITE AND/OR ITS ‎CONTENTS; OR (2) EMAILS SENT FROM THE WEBSITE, INCLUDING, WITHOUT ‎LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY ‎SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM. NO ADVICE OR ‎INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ‎A-DEC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY OF ‎ANY KIND. ANY DATA TRANSMITTED THROUGH WEBSITE IS DONE AT YOUR OWN ‎RISK.‎

TO THE FULLEST EXTENT ALLOWED BY LAW, A-DEC AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE AND CONTENT PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “RELEASEES”) DISCLAIM ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR THE ACCURACY, RESULTS, RELIABILITY, AVAILABILITY, VIRUS-FREE ACCESS, COMPLETENESS, TIMELINESS, FUNCTIONALITY, LEGALITY OR OPERABILITY OF THE SITE, ITS CONTENT OR MATERIALS CONTAINED THEREIN. YOUR ACCESS TO THE SITE, CONTENT, AND MATERIALS THEREIN IS SOLELY AT YOUR OWN RISK.

Limitation on Liability
You acknowledge and agree that any information you send or receive during your use of ‎the Website may not be secure and may be intercepted by unauthorized parties. You ‎acknowledge and agree that your use of the Website is at your own risk. ‎YOU ACKNOWLEDGE AND AGREE THAT A-DEC, ITS AFFILIATES AND THEIR COLLECTIVE SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, DAMAGE OR DESTRUCTION OF EQUIPMENT, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE INFORMATION CONTAINED THEREON. A-DEC’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE WEBSITE OR THE INFORMATION CONTAINED HEREON IS LIMITED TO $100.00. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE A MATERIAL PART OF OUR AGREEMENT. YOU EXPRESSLY WAIVE ANY STATUTORY OR OTHER PROTECTIONS THAT ‎WOULD OTHERWISE LIMIT THE COVERAGE OF THESE DISCLAIMERS TO INCLUDE ‎ONLY THOSE CLAIMS THAT YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR ‎FAVOR AT THE TIME OF AGREEING TO THE RELEASE. WITHOUT LIMITING THE ‎GENERALITY OF THE FOREGOING, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL ‎CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS ‎WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER ‎FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR ‎HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE ‎DEBTOR.”‎

Indemnification
You agree to indemnify, defend and hold harmless A-dec and its ‎subsidiaries, affiliates, licensors, service providers, subcontractors, and suppliers, and each of ‎their respective officers, directors, members, shareholders, employees, representatives, and ‎agents (collectively, the “Indemnitees”) for, from and against any and all suits, losses, claims, ‎demands, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, court ‎costs and expenses, arising or resulting from (i) your use of the Website, its content, and/or any ‎other materials it contains; (ii) your violation of these Terms of Use or breach of any of your ‎representations or warranties in these Terms of Use; (iii) your negligent or willful misconduct; ‎‎(iv) the Submissions that you submit through the Website; or (v) your violation of any ‎applicable law, statute, ordinance, regulation or any third party's rights, including but not ‎limited to, copyright infringement, trade secret misappropriation, harm to a third party's ‎trademark or other intellectual property rights, violation of any third party privacy right or right ‎of publicity, or any claim of defamation, libel or slander. This obligation survives the ‎termination of this Agreement and continues even after you stop using the Website.‎

If you cause a technical disruption of the Website or the systems transmitting the ‎Website to you or others, you agree to be responsible for any and all losses, liabilities, expenses, ‎damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting ‎from that disruption. A-dec reserves the right, at its own expense, to assume exclusive ‎defense and control of any matter otherwise subject to indemnification by you and in such case, ‎you agree to cooperate with A-dec in the defense of such matter.‎

Audit Rights and Enforcement
A-dec has the right, but not the obligation, at any time and with any frequency in its discretion, to ‎audit your use of the Website to determine your compliance with these Terms of Use. ‎ A-dec has the right to enforce these Terms of Use, for any reason and in any ‎manner or by any means that A-dec, in its sole discretion, deems necessary or ‎appropriate. A-dec may cooperate with any legal process relating to your use of ‎the Website. A-dec may, in its sole discretion, start, stop, or modify any ‎regulation or enforcement measures at any time. A-dec action or inaction to ‎regulate content or conduct or to enforce any potential or actual violation of these Terms of Use ‎by any user does not waive A-dec’s right to implement regulation or ‎enforcement measures with respect to any subsequent or similar content, conduct, or potential ‎or actual violation of these Terms of Use.‎

Notices and Electronic Communications
When you use the Website or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. A-dec may provide notices to you by sending them to the email address you provide to us through the Website. Any notice sent to you by email will be deemed received when sent. We may also communicate with you by posting notices on the Website, and any such notice shall be deemed received when you visit the Website after we post such a notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notice that you send to A-dec must be sent by mail to the following address or to such other address as we provide in a notice to you or on the Website: a-dec.com, Customer Service, Global Headquarters, 2601 Crestview Drive, Newberg, Oregon 97132 USA.

General
The A-dec Website is created and controlled by A-dec in the State of Oregon, United States of America. As such, the laws of the State of Oregon will govern these Terms of Use without giving effect to any principles or conflicts of laws that would require the application of the laws of any other state. If any provision of these Terms of Use is found to be unenforceable by any court of competent jurisdiction, the remaining provisions of these Terms of Use will remain in full force and effect. No waiver of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use. We may assign our rights and obligations under these Terms of Use to any party, at any time, and without notice to you, unless otherwise expressly stated herein or required by law. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to these Terms of Use and/or your use of the Website, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Nothing in these Terms of Use is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use. We reserve all rights not granted expressly in these Terms of Use.

These Terms of Use, along with the other terms, conditions, and policies set forth on the A-dec Website constitute the entire understanding between you and A-dec with respect to your use of this Website and supersedes all prior or contemporaneous agreements, whether written or oral.