Terms and Conditions of Use

TIRF Labs, Inc. maintains this Web site (the “Site”) as a service to our customers and the businesses they represent (collectively, “User” or “you”). By using this Site, the User agrees to accept and abide by the Terms and Conditions of Use set forth in this agreement and agrees to comply with all applicable laws and regulations. If User does not agree to accept and abide by these Terms and Conditions of Use, the user should not use the Site. TIRF Labs may revise or modify these Terms and Conditions of Use at any time from time to time and post such revisions or modifications on this page. Continued use of the Site after any such revision or modification constitutes User’s acceptance of the Terms and Conditions of Use as so revised or modified.

Laws and Regulations

User access to the Site is subject to any and all applicable U.S. federal, state and local laws and regulations.

Intellectual Property

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TIRF Labs or its content suppliers and protected by United States and international intellectual property laws. The compilation of all content on this site is the exclusive property of TIRF Labs and protected by United States and international copyright laws. All software used on this site is the property of TIRF Labs or its software suppliers and protected by United States and international copyright and/or patent laws.

Ownership/Limited License

TIRF Labs owns all information, content, materials, and other items on the Site (collectively, the “TIRF Labs Materials”). Subject to these Terms and Conditions of Use, TIRF Labs grants User a limited, non-exclusive, non-transferable, revocable right to view, print and use this Site and the TIRF Labs Materials provided herein. TIRF Labs authorizes User to view, print and use this Site solely for User’s own personal, non-commercial purposes. This limited authorization is not a transfer of title in or to the TIRF Labs Materials and User further agrees to the following restrictions: (i) User must retain all copyright, trademark and other proprietary notices contained in the TIRF Labs Materials; and (ii) User may not modify the TIRF Labs Materials in any way or reproduce or publicly display them. User agrees to comply with all applicable copyright, trademark, and other intellectual property laws in using this Site. Except for the limited license provided herein, User does not acquire any ownership interest, express or implied, under any patents, trademarks, copyrights or trade secret information viewed through the Site. User is prohibited from modifying, copying, distributing, displaying, creating derivative works or using any of the TIRF Labs Materials on this Site for commercial or public purposes.

Prohibited Conduct

The following are all prohibited conduct with respect to this Site: (a) framing; (b) using engines, tools, software bots and other automated devices to search the Site; (c) aggregating, copying or duplicating material or information provided on the Site beyond the scope permitted herein; and (d) accessing or using content of the Site for purposes other than that intended by TIRF Labs.

No Warranties / Disclaimer

This site and the TIRF Labs materials are provided on an “as is” and “as available” basis and as such this site and the tirf labs materials may contain inaccuracies and typographical errors. TIRF Labs does not warrant the accuracy or completeness of the tirf labs materials or any opinion, advice or statement displayed on this site or your ability to access the site or any portion thereof. You expressly agree that your use of this site is at your sole risk. To the fullest extent permissible by applicable law, TIRF Labs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement regarding the site and the TIRF Labs Materials. TIRF Labs does not warrant that this site, its services or e-mail sent from TIRF Labs are free of viruses or other harmful components. TIRF Labs will not be liable for any damages of any kind arising from the use of this site, including, but not limited to direct, indirect, incidental, punitive and consequential damages.

Certain state laws do not allow limitations on implied warranties or the exclusion of limitations 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.

Registration/Personal Information

User may have the opportunity to provide certain personal information to access certain portions of this Site. The collection or use of such personal information shall be governed in accordance with TIRF Labs’ Privacy Policy. Other information that may be collected regarding your use of the Site is also subject to the TIRF Labs’ Privacy Policy.

Account Information

If you register with TIRF Labs, you may be issued a unique username, password and/or other registration information (“Account Information”). You agree and represent that all information submitted to TIRF Labs in connection with your registration is accurate and up-to-date. You are responsible for maintaining the confidentiality of your Account Information and for restricting access to your computer, and you agree to accept sole responsibility for all activities that occur under your Account Information. You may contact TIRF Labs if you become aware of any unauthorized use of your Account Information.

User-Generated Content

Postings by User to any message board, bulletin board, chat-room or forum (“User-Generated Content”) located in this Site will not be protected as confidential or protected as described in the Privacy Policy, and TIRF Labs may use and provide information contained in any such postings (including any remarks, suggestions, ideas, concepts, know-how or other intellectual property) to other Users, or any parent, subsidiary, and/or affiliates of TIRF Labs for any purpose whatsoever and as deemed appropriate by TIRF Labs. By providing any such User-Generated Content, User grants to TIRF Labs an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, and display such User-Generated Content for any purpose, including commercial purposes, and you agree that TIRF Labs is free to use any remarks, suggestions, ideas, concepts, know-how or other intellectual property embodied therein. User acknowledges and agrees that User is responsible for whatever material User submits on this Site or which is submitted using User’s Account Information, and User agrees not to post or otherwise disseminate on this Site any unlawful, defamatory, libelous, threatening, obscene, harassing, vulgar or otherwise unlawful information of any kind, or materials that incorporate the proprietary rights of any other person. User also agrees not to post any: (a) advertisements, promotions, solicitations or offers to sell any goods or services for any commercial purpose without TIRF Labs’ express written consent; (b) content that, in the sole discretion of the TIRF Labs, may be deemed grossly offensive to other Users of the Site; (c) content that promotes hate; (d) content promoting or providing instructional information about illegal activities; or (e) content that contains viruses or corrupted material.

User understands and agrees that TIRF Labs, its subsidiaries, affiliates, officers, directors, employees and shareholders are not responsible for and shall have no liability for any User-Generated Content. Based on the very nature of User-Generated Content, TIRF Labs does not necessarily endorse, support, sanction, encourage, verify or agree with the comments, opinions or statements posted as User-Generated Content on the Site. Any User-Generated Content placed on the site represents the views of the posting user, and is the responsibility of the user.

Examination of Site; Removal of Content

TIRF Labs may examine User-Generated Content on the Site from time to time and TIRF Labs maintains the absolute right (though not the obligation) in the sole discretion of TIRF Labs to remove any User-Generated Content that does not meet the standards listed herein, or which is otherwise objectionable in the TIRF Labs’ sole and absolute discretion. TIRF Labs also reserves the right to immediately terminate your access to the Site without notice or opportunity to cure if you fail to abide by these Terms and Conditions of Use.

Indemnification

You agree to indemnify, defend, and hold harmless the TIRF Labs, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees and court costs resulting from: (a) any violation of these Terms and Conditions of Use; (b) any activity related to your Account Information (including, but not limited to, negligent or wrongful conduct by you or any other person accessing the Site using your Account Information or computer); and/or (c) any User-Generated Content you submit or transmit through the Site in violation of these Terms and Conditions of Use. You also agree to take sole responsibility for any royalties, fees or other monies owed to any person by reason of any User-Generated Content you post or transmit through the Site.

Links

TIRF Labs may provide hyperlinks on this Site links to other sites. If User links to these sites, User will leave this Site and User does so at User’s own risk. TIRF Labs makes no warranty or representation regarding any linked sites or the information appearing on such linked sites. The links do not imply that TIRF Labs sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in the linked sites. TIRF Labs prohibits caching, unauthorized hypertext links to this Site, or the framing of any TIRF Labs Materials available on this Site. As such, TIRF Labs reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the TIRF Labs Materials available on any other Web site linked to this Site. Users should be aware that linked sites may contain rules and regulations, privacy policies, confidentiality policies, and other provisions that differ from the provisions of this Site. TIRF Labs is not responsible for such policies and expressly disclaims any and all liability related to such policies.

Limitations of Damages

In no event shall TIRF Labs, its parent, subsidiaries, affiliates, officers, directors employees, and/or shareholders have any liability hereunder to any user or any third party for any direct, indirect, special, consequential or other damages (including, without limitation, any damages for loss of business, loss of profits, loss of information, litigation, or the like) that are related to the use of the TIRF Labs Materials and/or this site and that are based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if tirf labs is advised of the possibility of such damages. The limitation on damages set forth above is a fundamental element of the basis of the bargain between TIRF Labs and user regarding use of this site. This site and the TIRF Labs Materials would not be provided to user without such limitation on damages.

Access to Protected/Secure Areas

Access to and use of password protected and/or secure areas of this Site are restricted to authorized Users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.

Digital Millennium Copyright Act

TIRF Labs intends to comply with the requirements of the Digital Millennium Copyright Act (“DMCA”). If you own a copyright or are the agent of a copyright owner, and you believe that any User-Generated Content infringes your copyrights, you may submit written notification to the email: info@tirf-labs.com, including the information required for such notifications by the DMCA, including the following (or any other requirements provided in the DMCA at the time of such notification): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted works, or a representative listing if multiple works are allegedly infringing on a single online site; (c) identification of the material which is claimed to be infringing and information reasonably sufficient to permit the TIRF Labs to locate the material; (d) information reasonably sufficient to permit the TIRF Labs to contact you, such as a telephone number, address or e-mail address; (e) a statement of your good faith belief that the complained of use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the written notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you are a User whose User-Generated Content has been disabled or removed from the Site, and you believe that your User-Generated Content is not infringing or if you have been authorized by the owner of the copyright, its agent or the law to post or transmit the content as User-Generated Content, you may send a counter-notice to info@tirf-labs.com, including the information required for such notifications by the DMCA, including the following (or any other requirements provided in the DMCA at the time of such notification): (a) your physical or electronic signature; (b) identification of your User-Generated Content which has been removed or to which your access has been denied and the location at which the User-Generated Content appeared before it was removed or disabled; (c) a statement of your good faith belief that the User-Generated Content was removed or disabled as a result of a mistake or misidentification of the User-Generated Content; (d) your name, address, telephone number and e-mail address; and (e) a statement that you will submit to the jurisdiction of the federal courts in the state of North Carolina and will accept service of process from the person who provided notification to TIRF Labs of the allegedly infringing material.

If the designated contact person a TIRF Labs receives a counter-notice, it may send the counter-notice to the complaining party and inform the complaining party that the User-Generated Content will be restored or access to the User-Generated Content enabled within 10 business days. The TIRF Labs shall have the sole discretion to replace the User-Generated Content or enable access to the User-Generated Content at any time after 10 business days from the time it provides such notice to the complaining party, unless the copyright owner files an action seeking a court order against the user who supplied the User Content.

Violations of Terms and Conditions

TIRF Labs reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions of Use.

Disputes

Any dispute relating in any way to your visit to the Site or to the services you purchase through the Site shall be submitted to confidential arbitration in Cary, North Carolina, except that, to the extent you have in any manner violated or threatened to violate TIRF Labs’ intellectual property rights, TIRF Labs may seek injunctive or other appropriate relief in any state or federal court in the state of North Carolina, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Securities Laws

This Site may include statements concerning TIRF Labs’ operations, prospects, financial condition and demand for our services, as well as plans and objectives that are forward looking. These statements are based upon current expectations and are made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. These statements are assumptions that are subject to many factors, many of which are beyond TIRF Labs’ control. The Site and the information contained herein do not constitute an offer or a solicitation for the sale of securities. None of the information contained in this Site is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents.

Information/Press Releases

This Site may contain information and press releases concerning TIRF Labs. While this information was believed to be accurate to the best of TIRF Labs’ knowledge when put on this Site, TIRF Labs expressly disclaims any duty or obligation to update such information or keep such information current.

Termination

TIRF Labs may end this legal agreement with you at any time if you violate the Terms and Conditions of Use, if TIRF Labs is required to do so by law, or, if TIRF Labs determines, in its sole discretion, that it is no longer commercially viable to continue offering you access to the Site. TIRF Labs shall have the right to assign or transfer any rights or licenses granted by these Terms and Conditions of Use. Upon termination, any provisions of this agreement required to preserve the intent of the parties agreement as expressed in these Terms and Conditions of Use shall survive.

General

This Site is intended only for Users over the age of 18, or the age of majority in the User’s location, whichever is later. User agrees to review these Terms and Conditions of Use prior to reviewing any information from the Site. Any cause of action User may have with regard to the use of this Site must be instituted within one (1) year after the claim or cause of action arises or be deemed forever waived and barred. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable, such provision shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall be separately enforced.