Terms of Use

ARGUS INTERNATIONAL INC.’S TERMS OF USE

Welcome to our website. The operator of this website, namely ARGUS International, Inc., referred to herein as “ARGUS” or sometimes “we, “us” or “our”, offers this website and any other such websites (collectively referred to as “this Website”) as a service to the public. By using or even visiting this Website, you are agreeing that you have read and understood these Terms of Use and agree to comply with and be bound by these Terms of Use. You also agree to comply with all laws and regulations applicable to the use of this Website, to the use of the Internet, and to the activities involved in using this Website. Please review the following terms carefully.

COMPLIANCE WITH LAW

Visitors to this Website are solely responsible for compliance with all laws, rules and regulations, federal, state, local, or foreign, applicable to the use of this Website and the information, content, material and services contained herein. ARGUS intends and has designed this Website for users 18 years of age and older, and does not authorize use by anyone younger than 18.

VENUE AND JURISDICTION

Claims relating to this Website, to the use of this Website, and to the information, content material and services available through this Website are governed by the laws of the United States of America and the State of Ohio, as applicable. You hereby unconditionally, voluntarily and irrevocably consent to the exclusive jurisdiction and venue of the courts of general jurisdiction in Hamilton County, Ohio, in any claim or dispute concerning, relating to, or arising from this Website and any information received from or through this Website. You agree not to plead forum non conveniens in any such action and you consent to service of process.

VISITOR ONLINE CONDUCT

You agree to use this Website only for lawful purposes.

You agree to use this Website only for its intended purposes.

ARGUS reserves the right to prohibit any conduct involving this Website that it deems to be inappropriate.

You agree not to disrupt this Website, such as by using any device, software or routine that interferes with this Website’s proper functioning.

You agree not to interfere with or compromise the security of this Website.

You agree not to disrupt or interfere with any other user’s use of this Website.

You agree not to collect, record, process or mine information about other users.

You agree not to solicit personal information about children, or to submit or transmit, pornography or salacious or licentious information, material or content.

You agree not to send bulk e-mails, surveys or other mass messages or to engage in keyword spamming.
You agree not to threaten, stalk, harm, or harass others, or promote bigotry or discrimination.

You agree not to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature.

You agree not to decompile, disassemble or reverse-engineer any part of this Website in order to identify, acquire, copy or emulate any source code or object code.

You agree that you are solely responsible for any actions you undertake, and for the text, images, photos, and all other forms of data or communication that you submit or transmit (“Your Content”) while using this Website.

You agree that you will comply with all applicable local, state, federal and international laws, rules and regulations applicable to this Website and the Internet, including United States copyright laws and export restrictions.

You agree not to promote a business or any other commercial enterprise or event, or otherwise use this Website for commercial purposes, except as expressly permitted by ARGUS.

You acknowledge that, once published, Your Content cannot always be withdrawn.

You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy or reliability, or any disclosure by you of information in Your Content that enables readers to recognize you.

You represent that you own, or have permission to use and authorize the use of Your Content on this Website.

You represent and warrant that all information that you provide to gain access to the services provided by this Website is accurate and truthful. Please note that you may expose yourself to liability if, for example, Your Content contains materials that is false, misleading, or defamatory, or that violates a third party’s rights, such as copyright, patent, trademark, trade secret, moral right, rights of privacy or of publicity, or any other intellectual property or proprietary right, or contains material that is unlawful (such as hate speech or pornography), exploits or otherwise harms children, or violates or advocates the violation of any statute or regulation.

We may use Your Content in a number of ways, including displaying it publicly, reformatting it, incorporating it into (or displaying it next to or near) advertisements and other works, creating derivative works, promoting it, distributing it, and allowing others to do the same in connection with their own Websites and media platforms. By using this Website, you irrevocably grant ARGUS the worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, copy, perform or display publicly, distribute, modify, translate, and create derivative works of, Your Content for any purpose. You also irrevocably grant the users of this Website and any other media platforms the right to access Your Content in connection with their use of this Website and such platforms. Finally, you irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to Your Content.

We reserve the right to remove, screen, edit, reinstate or otherwise regulate Your Content from time to time at our sole discretion, without notice to you, for any reason or no reason. We disclaim all obligations to keep or provide you copies of Your Content. We do not guarantee the confidentiality of Your Content.

We have the right but not the obligation to regulate Your Content and any other content on the Website and to enforce these Terms of Use at any time.

We limit access to this Website viewing the linked web pages solely for legitimate business purposes to access the information provided by ARGUS at this Website. Any access or attempt to gain access to other areas of the ARGUS computer system or other information contained on the system, or any of ARGUS’s computers, servers, accounts, networks, data, software or other hardware, for any purposes, whether or not associated with this Website, is strictly prohibited. You may not use any information contained on this Website other than in connection with a legitimate business purpose.

ACCURACY OF CONTENT

All information, content and material comprising or made available by ARGUS on this Website (“Our Content”) serves information purposes only and Our Content is not binding upon ARGUS. ARGUS recommends that users exercise their own skill and care with respect to their use of this Website. Users should carefully evaluate the accuracy, currency, completeness and relevance of the material on the Website for their purposes. ARGUS does not guarantee that the information is or will be complete, accurate, error-free, useful for a certain purpose or available at any particular time. ARGUS makes no representation that the information contained on the site is appropriate or available for use in all countries, and access to information from places where Our Content is illegal is prohibited.

ARGUS is not a party to, has no involvement or interest in, makes no representations or warranties about, and has no responsibility or liability as to any communications, transactions, interactions, disputes or any relations of any kind between you and any other user, person or organization.

We may, in our sole discretion and at any time, change Our Content or these Terms of Use, or modify or discontinue this Website or specific portions of it, without notice. Subsequent re-use of this site shall be deemed an agreement to any revised Terms of Use.

COPYRIGHT, TRADEMARK AND INTELLECTUAL PROPERTY

Our Content (including, without limitation, any computer source code, object code, html code or other code comprising this Website) is owned by or licensed to ARGUS. The copyright in and to this Website and Our Content is owned by ARGUS. ARGUS retains and reserves all rights in and to this Website and Our Content. The reproduction, distribution, transmission, display or use of this Website and any of Our Content is prohibited without the prior written consent of ARGUS.

ARGUS grants you permission to display, copy, distribute, print or download Our Content for your personal use only. Except as expressly authorized by ARGUS, if you display, copy, distribute, print or download Our Content on this Website, then you may not modify it and you must retain all copyright and other proprietary notices contained in this Website and Our Content.

The permission granted herein terminates automatically if you breach these Terms of Use. Upon termination of such permission, you must immediately and permanently delete and destroy any of Our Content you displayed, copied, distributed, printed or downloaded.
ARGUS and the Website’s domain name are service marks, trade names, service marks, or otherwise protected property of ARGUS and may not be used, copied or imitated without the prior written consent of ARGUS.

ARGUS’s intellectual property may not be used in connection with any service or information that is not ARGUS’s. ARGUS’s intellectual property may not be used in any manner that is likely to cause confusion among consumers or in any manner that disparages ARGUS. Other trademarks, trade names, company names, service marks and otherwise protected property displayed on this Website are the property of their respective owners and are subject to the terms and conditions applied by those owners to their intellectual property. You may not mirror any of Our Content contained in this Website on any other Website or server.

DIGITAL MILLENNIUM COPYRIGHT ACT, TRANSMISSION OF THIRD-PARTY CONTENT

You may not copy to, upload to, post to or otherwise distribute on this Website anything protected by copyright law or other proprietary rights, unless the owner of the applicable copyright or proprietary right has given you express written authorization for such copying, uploading, posting or distribution.
Any material for which permission has been granted to copy, upload, post or otherwise distribute must contain all requisite copyright management notices and language indicating that such material is being used by express permission of the owner thereof.

The unauthorized use, uploading, posting, or distribution of information, material or content protected by copyright or other proprietary rights is illegal and may subject the malfeasant to civil penalties and criminal prosecution.

ARGUS, ITS SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, ARE NOT LIABLE FOR DAMAGES RESULTING FROM ANY INFRINGEMENT RESULTING FROM YOUR ACTIONS INVOLVING COPYRIGHTED OR PROPRIETARY RIGHT PROTECTED MATERIAL.

ARGUS, pursuant to the Digital Millennium Copyright Act, designates Jennifer Martin to receive complaints and notices of suspected copyright infringement. If you believe that your work has been copied and is accessible on this Website in a way that constitutes infringement, you may notify ARGUS’ marketing department at marketing@argus.aero by providing us the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. Identification of the URL or other specific location on this Website where the material that you claim is infringing is located;
4. Your address, telephone number and e-mail address;
5. Your statement, that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. Your statement, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
The ARGUS Marketing Department may be reached by e-mail at marketing@argus.aero or regular mail at ARGUS International Inc., 4240 Airport Road, Cincinnati, Ohio 45226.

You are prohibited from copying to, uploading to, posting to or otherwise distributing on, this Website any unlawful, threatening, obscene, improper, intimidating, libelous, defamatory or slanderous comments, jokes, images, information, content or material that are intended to or are likely to offend a reasonable person on the basis of his or her age, physical or mental disability, gender, race, religion, national origin, physical attributes, or any other classification that could result in any civil or criminal liability for either yourself or for ARGUS, its owners, shareholders, principals, directors, trustees, officers, employees, agents, affiliates or any such similarly situated persons or entities.

OWNERSHIP OF THIRD-PARTY CONTENT

ARGUS may display information, content and material supplied by visitors and other third parties on its Website. ARGUS maintains no editorial control over this information, content and material. The information, content and material supplied by visitors and other third parties belongs to the respective owners of thereof.

ARGUS DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR EXISTENCE OF ANY CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES, AND SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS, DAMAGE OR HARM CAUSED BY YOUR OR ANYONE ELSE’S RELIANCE ON CONTENT AVAILABLE ON THIS WEBSITE SUPPLIED BY THIRD PARTIES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY CONTENT AVAILABLE ON THIS WEBSITE SUPPLIED BY THIRD PARTIES.

EDITING, DELETING AND MODIFICATION

ARGUS reserves the right in its sole discretion to edit, delete, modify, suspend or discontinue any information, content, material, feature, aspect, product or service comprising, or available through, this Website at any time. ARGUS may alter the availability of any feature of this Website or service at any time.

INDEMNIFICATION

You agree to indemnify, defend and hold ARGUS and its shareholders, members, directors, officers, employees, agents and affiliates (collectively, “Affiliated Parties”) harmless from any damages, liability, losses, claims and expenses, including reasonable attorneys’ fees, related to any of Your Content, your use of this Website, your interaction with any other users, persons or organizations, or your violation of these Terms of Use. This indemnification obligation includes the payment of any attorney fees and costs incurred by any Affiliated Parties.

ACCOUNT, PASSWORD AND NON-TRANSFERABILITY OF ACCESS

If you visit or use this 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 anything that happens under your account or password. You may not transfer your right to use this Website or any password or right given to you to obtain access to this Website. You acknowledge that ARGUS is not responsible for third-party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts and remove or edit content in our sole discretion.

DISCLAIMERS

THIS WEBSITE IS PROVIDED “AS IS,” AND “AS AVAILABLE”. YOUR ACCESS TO USE, OF AND RELIANCE ON THIS WEBSITE AND CONTENT ACCESSED THROUGH THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. ARGUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OR USE OF THIS WEBSITE, OR THE CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE. ARGUS DOES NOT WARRANT THAT THIS WEBSITE WILL BE AVAILABLE AT ALL TIMES OR THAT A VISITOR’S USE WILL BE CONTINUOUS OR ERROR-FREE. ARGUS DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, THAT THE CONTENT OR PRODUCTS AND SERVICES AVAILABLE THROUGH THIS WEBSITE ARE ACCURATE, RELIABLE, OR CURRENT.

ARGUS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OR USE OF THIS WEBSITE, OR ITS REGULATION BY ARGUS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU AGREE TO VISIT THIS WEBSITE SOLELY AT YOUR OWN RISK. YOU AGREE TO USE THIS WEBSITE AND ANY CONTENT AVAILABLE ON OR THROUGH THIS WEBSITE SOLELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY

ARGUS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THIS WEBSITE.

FURTHER, NEITHER ARGUS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING OR UPDATING THIS WEBSITE SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, OR DELAYS IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS WEBSITE, OR THAT RESULT FROM ACTS OF GOD, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, UNAUTHORIZED ACCESS, OR ANY OTHER CAUSE, EVEN IF KNOWLEDGEWORKS FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THIS WEBSITE SHALL BE TO TERMINATE AND DISCONTINUE YOUR USE OF OR ACCESS TO THIS WEBSITE.

USE OF INFORMATION

ARGUS reserves the right, and you grant authorization, to use and assign all of your personal information provided by you in a manner consistent with our Privacy Policy. To know what privacy measures ARGUS has taken and what information we retain from your visit to this Website, please read our Website’s Privacy Policy, which is incorporated herein by reference.

CHANGE OF TERMS

These Terms of Use supersede any prior and contemporaneous agreements, representations, warranties and understandings with respect to the Website, Our Content or Your Content. By using this Website, you agree to these Terms of Use as well as any posted changes of these Terms of Use. We reserve the right to change these Terms of Use at any time. We ask that you review these Terms of Use from time to time to ensure you are familiar with the most current version of it. If you do not agree to these Terms of Use, DO NOT use this Website.

LINKS TO OTHER ACCOUNTS AND WEBSITES

The Website may contain links to other Websites. We are not responsible for the content, accuracy or opinions expressed in, or the existence of, such Websites, and ARGUS does not investigate, monitor or check for accuracy or completeness. Including a linked Website on this Website does not imply approval or endorsement of the linked Website by ARGUS. If you decide to leave our Website or access these third-party sites, you do so at your own risk. ARGUS is not liable for damages, irrespective of their nature, incurred by the use or non-use of third parties’ web pages.

SECURITIES LAWS

This Website may include statements concerning ARGUS’s or its affiliates’ operations, prospects, strategies, finances, future performance and demand for this Website. No such statements constitute an offer or solicitation of an offeror the sale of any security. ARGUS does not intend any of the information contained herein to be incorporated into any of ARGUS’s securities-related filings or documents.

INTERNATIONAL USERS

We control, operate and administer this Website from our office in the United States. If you access the Website from outside the United States, you are responsible for compliance with the laws of any applicable jurisdiction. You agree that you will not access the Website or use Our Content in any manner that is restricted by any applicable statutes or regulations.

SEVERABILITY

If any provision of these Terms of Use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity or enforceability of the remaining provisions of these Terms of Use.

HEADINGS OF THE TERMS OF USE

The section headings used in these Terms of Use are only for reference and the convenience of the readers and shall not constitute part of these Terms of Use for interpretation purposes.

ENTIRE AGREEMENT

These Terms of Use constitute the entire and only agreement between you and ARGUS and supersede all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.

EQUITABLE RELIEF

You acknowledge that any breach or threatened breach of these Terms of Use will cause irreparable harm to ARGUS such that ARGUS shall be entitled to immediate equitable relief as well as any applicable damage remedies.

NO WAIVER

The failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision.

CIN2000 1088719v1
39626.00000