THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF CDSI.US.COM WEB SITES (THE “SITE”). THE SITE, PROVIDES YOU ACCESS TO A VARIETY OF CONTENTS AND MATERIAL WHICH INCLUDE (A) WEB PAGES, DATA, TEXT, IMAGES, AUDIOS, VIDEOS, DOCUMENTS SUCH AS PRESS RELEASES, WHITE PAPERS, BEST PRACTICE GUIDES, SAMPLE DESIGNS, AND DATA SHEETS (“MATERIALS”) AND (B) DOWNLOADS FOR SOFTWARE IN BINARY FORM. YOUR VIEWING OR USE OF THIS SITE WILL CONSTITUTE YOUR AGREEMENT, ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (COLLECTIVELY “YOU” OR “YOUR”), TO ALL OF THE TERMS AND CONDITIONS PROVIDED BELOW. CIRRUS DATA SOLUTIONS, INC. (“CDSI”) MAY MAKE CHANGES OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS AT ANY TIME IN THE FUTURE WITHOUT NOTICE.  YOUR SUBSEQUENT VIEWING OR USE OF THE SITE SHALL BE YOUR EXPLICIT AGREEMENT TO THE CHANGES AND MODIFICATIONS. THERE MAY BE OTHER TERMS AND CONDITIONS PROVIDED THROUGHOUT THE SITE GOVERNING THE USAGE OF THE SITE.
Usage of Site Materials

Any material you may have downloaded, stored, or displayed on your computer, or that you may have viewed, listened to, played and printed that CDSI publishes or broadcasts on the Site or makes available for download throughout the Site (Materials) are subject to the following: (a) the Materials may be used solely for your personal, informational, and noncommercial usage; (b) you have No Rights to modify the Materials or alter them in any way; and (c) the Materials may not be redistributed without explicit permission from CDSI in writing.  Materials are provided on an “As Is” and “As Available” basis, and CDSI reserves the right to terminate the permissions granted to you at any time.

Reservation of Rights

The Site and Materials provided on the Site are copyrighted works of CDSI or a third party provider. All rights are reserved.

Partner Portals and Registration

As a CDSI Partner, you may choose to register with the Site to access additional Software or Materials. By registering, you agree to provide accurate and current information as prompted by the corresponding Registration page and maintain certain profile information to keep it accurate and current. Your email address will serve as your Site login User ID and you will be asked to create a password to login to your account. You may not share your User ID and password (Credentials) with anyone else.  You are responsible for all activities that occur under your Credentials. You agree to immediately notify CDSI of any unauthorized use of your Credentials.

Site Updates

CDSI reserves the right to add, delete, or modify its contents, functionality, and materials at any time without prior notice.

Termination of Use

CDSI may discontinue all or parts of the Site at any time without prior notice, or to block, terminate or suspend any or all user’s Credentials for access to the Site at any time for any reason in its sole discretion.

Site Ownership

The Site and its content are protected by United States and international copyright, trademark and other laws governing intellectual property rights. CDSI does not assign to anyone, through allowing access to the Site, any ownership rights in the Site or in any content appearing on or made available through the Site. You may not copy, modify, distribute, or reverse engineer any part of the Site or its content in whole or in parts.

Warranty Disclaimer

CDSI.US.COM AND ITS CONTENT ARE PROVIDED “AS IS”. CDSI AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, REGARDING ANY SUCH CONTENT AND YOUR ABILIITY OR INABILITY TO USE THE SITE AND ITS CONTENT. CDSI EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES REGARDING THE SITE AND THE FUNCTIONING OF THE INTERNET WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CDSI DOES NOT WARRANT THAT THE SITE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SITE WILL BE CORRECTED. FURTHERMORE, CDSI DOES NOT WARRANT NOR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF CUSTOMER’S USE OF THE SITE IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY CDSI OR AN AUTHORIZED REPRESENTATIVE OF CDSI SHALL CREATE A WARRANTY.

Limitation of Liability

USE OF THE SITE AND ITS MATERIALS IS AT YOUR OWN RISK. CDSI WILL IN NO EVENT BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES UNDER ANY THEORY OF LAW FOR ANY ERRORS IN OR THE USE OF OR INABILITY TO USE THE SITE AND ITS MATERIALS INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS, DATA, OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF YOU HAVE ADVISED CDSI OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity

You agree to defend, indemnify and hold harmless CDSI and its respective officers, directors, employees, agents and representatives from any and all claims arising out of your breach of any of these terms and conditions, and any of your activities conducted in connection with the Site.

Links to other web sites

There may be links on the Site that allow you to visit the sites of third parties. Neither these sites nor the companies to whom they belong are controlled by CDSI. CDSI makes no representations concerning the information provided or made available on such sites nor the quality or acceptability of the products or services offered by any persons or entities referenced in any such sites. CDSI makes no representations regarding the correctness, performance or quality of any software found at any such sites. You should research and assess the risks which may be involved in accessing and using any software on the Internet before using it.

Controlling Law and Severability

This Agreement and Your use of the Site is governed by and construed in accordance with the laws of the United States and the State of New York.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible. Any cause of action with respect to the Site or this Agreement must be instituted within one year after the claim or cause of action has risen or be barred and must be brought in a court of competent jurisdiction within the state of New York. This Agreement may not be changed or modified without the written consent of CDSI.