Terms of Service

1.              Agreement between You and Polytechnica; Orders; Changes.

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1.1           Please read the following terms of service (the “Terms”) carefully.  By accepting, you acknowledge that you have read, understood and agree to be bound by these Terms, and the terms and conditions of the Privacy Policy (as defined below), when using any service or services, including the Urban Form service (collectively, the “Service”), offered by Polytechnica Inc., a Delaware corporation, or its parents, affiliates or subsidiaries (collectively, “Polytechnica” or “we”), including those made available on or through this or any site made available by Polytechnica (collectively, the “Site”).  The term “you” (and “your”) for purposes of these Terms, means both you in your individual capacity, and if applicable, the company or other legal entity whom you represent and on whose behalf you access and use the Service.

 

1.2           In order to use the Service you must agree to these Terms, and may, in Polytechnica’s sole discretion, also agree to certain additional details listed on the written or electronic quote, proposal, order form or other document (each, an “Order”) that Polytechnica provides you in connection with your access to the Service.  However, in addition, you may also agree to the Terms by actually using the Service.  You acknowledge and agree that Polytechnica will treat your use of the Service as acceptance of these Terms from the time you first use the Service.

 

1.3       Polytechnica reserves the right to change any of the terms and conditions contained in these Terms, including the Service and/or any policies or guidelines governing the Service, at any time and in its sole discretion.  While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you.  Your continued use of the Service following any revision to these Terms will constitute your acceptance of the changes or modifications to these Terms.  If you do not agree to any changes to these Terms, do not continue to use the Service.

 

2.              Disclaimer; User Accounts; User Types. 

 

2.1           The Service is intended to provide real estate professionals, developers, architects, and planners certain zoning and other building information related to certain real estate properties (collectively, “Real Estate Information”).  For purposes of clarification, the Service and Real Estate Information on are not intended to and shall not be used as legal advice. No attorney-client relationship is formed. You use the Service and Real Estate Information at your own risk. The Service and Real Estate Information are general and educational in nature, may not reflect all recent zoning and/or building information developments and may not apply to the specific facts and circumstances of any proposed real estate transactions. You should consult with qualified legal counsel before acting on any aspect of the Service or Real Estate Information. Polytechnica is not a law firm, does not represent or advise clients in any matter and is not bound by the professional responsibilities and duties of a legal practitioner. Nothing in the Service or Real Estate Information, nor any receipt or use of such information or services, shall be construed or relied on as advertising or soliciting to provide any legal services (except to the extent otherwise provided by applicable laws or ethical rules in each applicable jurisdiction), creating any attorney-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of Polytechnica or any law firm, lawyer or other independent contributor of Real Estate Information.

 

2.2           In order to use the Service, you must register with us to open a Polytechnica user account (“User Account”).  By opening a User Account, you represent and warrant that: (a) all information you submit in connection with your opening and use of your User Account is true, accurate, current, and complete; (b) you will promptly notify us if your information changes so that we can update our records; (c) you are aged 18 or older; the Service is not intended for persons under 18; and (d) your use of the Service does not violate any applicable law, rule or regulation.  You are responsible for maintaining this information current.

 

2.3           You are solely responsible for maintaining the security and confidentiality of the information you hold for your User Account, including, without limitation, your user name and password, and for any and all activity that occurs through your User Account as a result of your failure to keep this information secure and confidential.  You hereby agree to notify Polytechnica immediately if you become aware of any unauthorized use of your User Account, user name or password, or any other breach of security in connection therewith.  You may be held liable for losses incurred by Polytechnica or any third party due to someone else using your User Account, user name or password as a result of your failing to keep your User Account information secure and confidential.  You are strictly prohibited from using anyone else’s User Account, user name or password at any time and for any reason.  Polytechnica is not liable to you or any third party for your failure to comply with your obligations under this paragraph.

 

2.4           The Service is made available by Polytechnica to the following two (2) user categories (collectively, “Users”):  (a) an  individual (each, a “Account Holder”) that initiates and manages a Service account (“Service Account”) that may, in such Account Holder's sole discretion, be made available to other authorized Account Participants (as define below); and (b) other third party individuals that have been authorized by an Account Holder to access and use the Service in connection with the applicable Service Account (each, an “Account Participant”). For purposes of clarification, both Account Holders and Account Participants shall be liable for the actions of any Account Participant.

  

3.              Your Information and Privacy. 

 

In order to use the Service you will be required to provide certain (i) personally identifiable information to Polytechnica (e.g., your name, address, company information, email address, phone number, and, if applicable, your credit card information); and other information (collectively, “Information”).  Polytechnica will only use such personally identifiable Information in accordance with the terms of our privacy policy (the “Privacy Policy”).  In this regard, you agree to the then-current version of the Privacy Policy that you can find and read at [Privacy policy — UrbanForm].  You hereby grant Polytechnica a license to use all other Information as necessary in connection with the provision of the Service, including, without limitation, making such Information available to applicable Account Holders.

 

4.              Fees; Payments.

 

4.1           Each Account Holder agrees to pay Polytechnica the transaction or Service subscription fees ("Account Holder Fees"), if any, set forth on the Site and/or any applicable Order in advance of each applicable transaction or subscription period, including any subscription term described in an Order during which you have agreed to purchase the Service.  Account Holder Fees will be billed in accordance with such pricing terms.  If applicable, the credit card each Account Holder maintains on file with Polytechnica or its billing partner in the applicable Service Account will be automatically charged.  Account Holders are responsible for maintaining up to date credit card information in such Service Account.  Unless otherwise agreed by Polytechnica and Account Holders, all fees are payable in U.S. Dollars.  Late payments of fees may bear interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by applicable law, if less).  Account Holder Fees are exclusive of taxes or other charges.  Each Account Holder is responsible for paying all taxes and government or other charges, and all reasonable expenses and attorneys’ fees Polytechnica incurs collecting late fees.  Polytechnica reserves the right to suspend or terminate use of the Service or applicable Service Account (and access to any related Content) if an Account Holder fails to pay any fees due in connection with use of the Service or applicable Service Account.  Any outstanding fees are immediately due and payable upon termination of use of the Service or applicable Service Account for any reason.

 

4.2           To the greatest extent permitted by applicable law, and without affecting any Account Holder's credit card issuer’s rights, each Account Holder hereby waives all claims relating to fees unless such Account Holder notifies Polytechnica of any dispute or other fee-related claim within thirty (30) calendar days of the fees being charged to such credit card.

 

4.3           To the greatest extent permitted by applicable law, any refunds of fees are at the sole discretion of Polytechnica, and refunds will only be provided in the form of a credit against future fees for the Service.   Nothing in these Terms obligates Polytechnica to extend credit to any person.  Account Holders acknowledge and agree that any credit card and related billing and payment information that are provided to Polytechnica may be shared by Polytechnica with third party service providers who work on Polytechnica's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Polytechnica and servicing the applicable Service Account.  Polytechnica may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Polytechnica shall not be liable for any use or disclosure of such information by such third parties.

 

4.4           Polytechnica may change its fees and/or payment terms at its discretion.  Account Holders will be notified of any such changes (including notices posted on the Site or sent to such Account Holder's registered e-mail address).

 

5.              Polytechnica’s Proprietary Rights. 

 

5.1           You hereby acknowledge and agree that Polytechnica (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist).  As between you and Polytechnica, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its Content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Polytechnica or licensors.

 

5.2           Polytechnica shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“Usage Data”) as aggregated with usage data from Polytechnica’s other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of Polytechnica’s services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.

 

5.3           Nothing in these Terms gives you any right to use any of Polytechnica’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.  All rights not expressly granted by Polytechnica under these Terms are reserved.

 

6.              Service Use; Restrictions.

 

6.1           While these Terms are in effect, you may access and use the Site and Services in accordance with these Terms.

 

6.2           You hereby represent and warrant that you will not, and will not permit any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Service or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Service, or any other systems or networks connected to the Site or Service, or to any Polytechnica server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Service; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service or any transaction being conducted on the Site or through the Service, or with any other person’s use of the Site or Service; (d) breach any security measures implemented on the Site or in the Service; (e) track or seek to trace any information on any other person who visits the Site or uses the Service; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to Polytechnica in connection with the Service; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (i) use the Service or Site for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; (j) upload or otherwise process any malicious content to, or through, the Service; or (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the any Polytechnica proprietary software used to provide, maintain, or otherwise applicable to, the Service, or made available to you in connection with the Service.

 

7.              Content; License and Ownership Rights.

 

7.1           Each User hereby agrees that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively “Content”), that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service.  You agree that Polytechnica has no responsibility to you or to any third party in connection with such Content.  You are solely responsible obtaining consent from applicable third parties (i.e., obtaining releases for any photograph content) in connection with Content and for any losses or damage suffered by Polytechnica in connection with your Content.  You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component. 

 

7.2           Polytechnica reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but Polytechnica has no obligation to do so.  You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Polytechnica.  In the event that you elect not to comply with a request from Polytechnica to take down, delete or modify certain Content, Polytechnica reserves the right to directly take down, delete or modify such Content.  Polytechnica assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.

 

7.3           Polytechnica claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate.  By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant Polytechnica a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modifying display, distribute, and otherwise use such Content for the purpose of enabling Polytechnica to provide the Service, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service

 

7.4           You hereby agree that Polytechnica, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing the Service.

 

8.              Feedback. 

 

8.1           If you send or transmit any communications or materials to Polytechnica by mail, electronic mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary.  This means that you give up any claim that the use of such Feedback by Polytechnica or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Polytechnica uses such Feedback. 

 

8.2           You hereby assign all right, title, and interest in, and Polytechnica is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.   You agree and understand that Polytechnica is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. 

 

9.              Exclusion of Warranties.  

 

9.1           YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK.  THE SITE AND SERVICE ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.  Polytechnica, on behalf of itself, and ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, licensors AND third party SERVICE PROVIDERS, AND  POLYTECHNICA’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (collectively, the “Polytechnica parties”): (A) EXPRESSLY DISCLAIMs ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOes NOT WARRANT THAT THE SERVICE, or data provided through the service, WILL MEET YOUR REQUIREMENTS, or that ITS OPERATION WILL BE timely, UNINTERRUPTED, secure, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOes NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS ACCURACY, RELIABILITY, timeliness, completeness, OR OTHERWISE.  YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE. 

 

9.2           THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND Polytechnica.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Polytechnica OR ANY PERSON ON BEHALF OF Polytechnica SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY. 

 

9.3           NOTHING IN THESE TERMS, THIS SECTION 9, OR SECTION 10 BELOW, SHALL EXCLUDE OR LIMIT POLYTECHNICA’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

 

10.           Limitation of Liability.

 

10.1         SUBJECT TO SECTION 9.3 ABOVE, IN NO EVENT WILL Polytechnica OR Polytechnica PARTIES BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE,  LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF Polytechnica OR Polytechnica PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

10.2         Polytechnica AND Polytechnica PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICE.  IF, NOTWITHSTANDING THE FOREGOING, Polytechnica OR ONE OF Polytechnica PARTIES IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, Polytechnica OR THE RELEVANT Polytechnica PARTY’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY OR TO YOU DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO Polytechnica’S LIABILITY OR (II) $250.00. 

 

11.           Indemnification & Release. 

 

11.1         You hereby agree to indemnify, defend and hold harmless Polytechnica and Polytechnica Parties (each an “Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback provided by you; (d) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; or (e) any damage caused by or alleged to have been caused by you to the Site or Service. 

 

11.2         Counsel you select for defense or settlement of a claim must be consented to by Polytechnica and/or the Indemnified Party(s) prior to counsel being engaged to represent you and Polytechnica and/or the Indemnified Party(s).  You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim.  Polytechnica and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you.  You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of Polytechnica or any Indemnified Party(s) without the prior written consent of Polytechnica and/or the Indemnified Party(s).

 

12.           Changes to Service.

 

Polytechnica is constantly striving to provide the best possible experience for its Service users.  You acknowledge and agree that the form and nature of the Service which Polytechnica currently provides may change from time-to-time without prior notice to you.  Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.

 

13.           Termination of Service.

 

13.1         These Terms and your access to the Service may be terminated by either party if (a) the other party materially breaches these Terms Agreement or any Order and does not cure the breach within 15 days after receiving written notice thereof from the non-breaching party, or (b) there is no Order outstanding at the time that the terminating party delivers written notice of termination to the other party.   

 

13.2         Polytechnica reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you. 

 

13.3         Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service. 

 

13.4         Polytechnica may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service 

 

14.           Governing Law and Venue.  

 

14.1         These Terms will be construed and enforced in all respects in accordance with the laws of the state of Oregon, without reference to its choice of law rules.  Except as set forth below in Section 15.2, the federal and state courts seated in Multnomah County, Oregon shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Polytechnica may seek to enforce any judgment in its favor in any court of competent jurisdiction.   

 

14.2         Notwithstanding the foregoing, Polytechnica may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights.  You agree that your breach of these Terms may result in immediate and irreparable damage to Polytechnica for which there is no adequate remedy at law. 

 

14.3         The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service.  Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. 

 

14.4         Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.

 

15.           Third Party Websites and Third Party Services. 

 

15.1               The Site and Service may provide links to other websites that are not owned or operated by Polytechnica (“Third Party Websites”).  Polytechnica provides these links to you as a convenience only, and Polytechnica does not verify, make any representations concerning, or take responsibility for, such Third Party Websites, or the products or services offered through such third party websites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Websites.  You should use your own independent judgment before accessing and using such Third Party Websites, or products or services offered through such third party websites. 

 

15.2               These Terms and the Privacy Policy do not apply to such Third-Party Websites, and you should review such Third Party Websites’ privacy policies, terms and conditions and business practices as they may be different to those of Polytechnica and it is your sole responsibility to comply with such terms.  Your dealings and communications with any third party in connection with the Third Party Websites are solely between you and such third party.

 

15.3               The Site and Service may also integrate and share data with certain third party services (“Third Party Services”) that you have separately established accounts with pursuant to applicable terms and conditions (“Third Party Terms”).  Polytechnica does not verify, make any representations concerning, or take responsibility for, such Third Party Services and you agree to comply with all such Third Party Terms in connection with your use of the Service.

 

15.4                 Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply Polytechnica’s endorsement or recommendation thereof, and your use of any Third Party Websites or Third Party Services and third party product, process, publication, or service is entirely at your own risk.

 

16.           Miscellaneous Legal Terms.   

 

16.1         These Terms and the Privacy Policy, together constitute the entire agreement between you and Polytechnica with respect to the Service (excluding any services which Polytechnica may provide to you under a separate written agreement), and completely supersedes, cancels and replaces any and all other written or oral agreements or understandings previously existing between you and Polytechnica with respect to the Service. 

 

16.2         The failure of Polytechnica to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

 

16.3         If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.  

 

16.4         Any notice or other communications by Polytechnica relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law. 

 

16.5         These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. 

 

16.6         Polytechnica may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion.  You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Polytechnica’s express prior written consent.

 

16.7         Polytechnica will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.

 

16.8         Polytechnica may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal.

 

16.9         Polytechnica may add to, change or remove any part, term or condition of these Terms or Privacy Policy at any time without prior notice to you.  It is your responsibility to check these Terms and Privacy Policy periodically for changes.  By continuing to use the Service, you are indicating your acceptance of such changes.  However, we will provide written notice to you of any significant changes to these Terms or Privacy Policy (including notices posted on the Site or sent to your registered e-mail address). 

 

16.10      You may not access the Service if you are a direct competitor of Polytechnica’s, except with our prior written consent.  In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 

 

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