Michael Schmitt Ltd. Web Site Agree­ment

The Michael Schmitt Ltd. Web Site (the “Site”) is an online infor­ma­tion service provided by Michael Schmitt Ltd. (“Michael Schmitt Ltd. “), subject to your compli­ance with the terms and condi­tions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. Michael Schmitt Ltd. MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copy­right, Licenses and Idea Submis­sions.

The entire contents of the Site are protected by inter­na­tional copy­right and trade­mark laws. The owner of the copy­rights and trade­marks are PUBLISHER, its affi­liates or other third party licen­sors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and down­load portions of mate­rial from the diffe­rent areas of the Site solely for your own non-commer­cial use provided that you agree not to change or delete any copy­right or proprie­tary notices from the mate­rials. You agree to grant to Michael Schmitt Ltd. a non-exclu­sive, royalty-free, world­wide, perpe­tual license, with the right to sub-license, to repro­duce, distri­bute, transmit, create deri­va­tive works of, publicly display and publicly perform any mate­rials and other infor­ma­tion (inclu­ding, without limi­ta­tion, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and news­groups) or by e‑mail to Michael Schmitt Ltd. by all means and in any media now known or here­after deve­loped. You also grant to Michael Schmitt Ltd. the right to use your name in connec­tion with the submitted mate­rials and other infor­ma­tion as well as in connec­tion with all adver­ti­sing, marke­ting and promo­tional mate­rial related thereto. You agree that you shall have no recourse against Michael Schmitt Ltd. for any alleged or actual infrin­ge­ment or misap­pro­pria­tion of any proprie­tary right in your commu­ni­ca­tions to PUBLISHER.

Publi­ca­tions, products, content or services refe­renced herein or on the Site are the exclu­sive trade­marks or service marks of PUBLISHER. Other product and company names mentioned in the Site may be the trade­marks of their respec­tive owners.

2. Use of the Site.

You under­stand that, except for infor­ma­tion, products or services clearly iden­ti­fied as being supplied by PUBLISHER, Michael Schmitt Ltd. does not operate, control or endorse any infor­ma­tion, products or services on the Internet in any way. Except for Michael Schmitt Ltd. iden­ti­fied infor­ma­tion, products or services, all infor­ma­tion, products and services offered through the Site or on the Internet gene­rally are offered by third parties, that are not affi­liated with Michael Schmitt Ltd. a. You also under­stand that Michael Schmitt Ltd. cannot and does not guarantee or warrant that files available for down­loa­ding through the Site will be free of infec­tion or viruses, worms, Trojan horses or other code that mani­fest conta­mi­na­ting or destruc­tive proper­ties. You are respon­sible for imple­men­ting suffi­cient proce­dures and check­points to satisfy your parti­cular requi­re­ments for accu­racy of data input and output, and for main­tai­ning a means external to the Site for the recon­s­truc­tion of any lost data.YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. Michael Schmitt Ltd. PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND Michael Schmitt Ltd. SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. Michael Schmitt Ltd. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. Michael Schmitt Ltd. HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY

IN NO EVENT WILL Michael Schmitt Ltd. BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF Michael Schmitt Ltd. OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, Michael Schmitt Ltd. LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.Michael Schmitt Ltd. makes no repre­sen­ta­tions whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-Michael Schmitt Ltd. web site, please under­stand that it is inde­pen­dent from PUBLISHER, and that Michael Schmitt Ltd. has no control over the content on that web site. In addi­tion, a link to a Michael Schmitt Ltd. web site does not mean that Michael Schmitt Ltd. endorses or accepts any respon­si­bi­lity for the content, or the use, of such web site.

3. Indem­ni­fi­ca­tion.

You agree to indem­nify, defend and hold harm­less PUBLISHER, its offi­cers, direc­tors, employees, agents, licen­sors, suppliers and any third party infor­ma­tion provi­ders to the Service from and against all losses, expenses, damages and costs, inclu­ding reasonable attor­neys’ fees, resul­ting from any viola­tion of this Agree­ment (inclu­ding negli­gent or wrongful conduct) by you or any other person acces­sing the Service.

4. Third Party Rights.

The provi­sions of para­graphs 2 (Use of the Service), and 3 (Indem­ni­fi­ca­tion) are for the benefit of Michael Schmitt Ltd. and its offi­cers, direc­tors, employees, agents, licen­sors, suppliers, and any third party infor­ma­tion provi­ders to the Service. Each of these indi­vi­duals or enti­ties shall have the right to assert and enforce those provi­sions directly against you on its own behalf.

5.Term; Termi­na­tion.

This Agree­ment may be termi­nated by either party without notice at any time for any reason. The provi­sions of para­graphs 1 (Copy­right, Licenses and Idea Submis­sions), 2 (Use of the Service), 3 (Indem­ni­fi­ca­tion), 4 (Third Party Rights) and 6 (Miscel­la­neous) shall survive any termi­na­tion of this Agree­ment.

6.Miscellaneous.

This Agree­ment shall all be governed and construed in accordance with the laws of The United States of America appli­cable to agree­ments made and to be performed in The United States of America. You agree that any legal action or procee­ding between Michael Schmitt Ltd. and you for any purpose concer­ning this Agree­ment or the parties’ obli­ga­tions hereunder shall be brought exclu­si­vely in a federal or state court of compe­tent juris­dic­tion sitting in The United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. PUBLISHER’s failure to insist upon or enforce strict perfor­mance of any provi­sion of this Agree­ment shall not be construed as a waiver of any provi­sion or right. Neither the course of conduct between the parties nor trade prac­tice shall act to modify any provi­sion of this Agree­ment. Michael Schmitt Ltd. may assign its rights and duties under this Agree­ment to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.