Welcome to the Liaison Technologies Web site!  This Web site (www.liaisontech.com, the “Site”) is operated by Liaison Technologies (Subsequently referred to herein as "Liaison") to provide you with information about us, our products, our company and its history and future plans.  Your use of the Site is governed by and subject to these terms and conditions of use (this “Agreement”).  Please read this Agreement carefully and thoroughly.  By accessing and using the Site, you agree that you have read and understand this Agreement, and that you accept and agree to be bound by the terms and conditions set forth in this Agreement.  If you do not agree to the terms and conditions of this Agreement, please do not continue to access and use the Site.

Changes to Terms

 We may update this Agreement from time to time, and may amend it at any time to incorporate additional terms specific to additional features, materials, products, opportunities or services that we may make available on or through the Site.  All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of this Agreement or other notice on the Site.  You should view this Agreement often to stay informed of changes that may affect you, as your continued use of the Site signifies your continuing consent to be bound by the terms of this Agreement.  We expressly reserve the right to make any changes to this Agreement, or to the Site and its content, at any time without prior notice to you. 

Access and Use

In this Agreement, “you” refers to an individual accessing the Site, regardless of the particular features, materials, opportunities or services made available on the Site that you choose to browse, use or take advantage of.  To the extent applicable, “you” also includes the corporation or other legal entity (your “Company”), if any, on whose behalf you are accessing the Site.  You represent and agree that all information that you provide to Liaison in connection with your access to and use of the Site is and shall be true, accurate and complete to the best of your knowledge, ability and belief.  We reserve the right to terminate this Agreement or to refuse, restrict or discontinue service or access to the Site (or any portions, components or features of the Site) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability.  Failure to comply with the terms of this Agreement may result in the immediate termination of your access to and use of the Site.

Privacy Policy

Information that you provide or that we collect about you and your Company through your access to and use of the Site is subject to our Privacy Policy the terms of which are hereby incorporated into this Agreement by reference.  We encourage you to read and become familiar with our privacy practices, as described in our Privacy Policy.  To review our Privacy Policy, please click here.

Security

Liaison takes commercially reasonable measures to secure and protect information transmitted to and from the Site, however we cannot and do not guarantee that any such communications, or any electronic commerce conducted on or through the Site, is or will be totally secure.  You agree to immediately notify us of any breach of Site security or of this Agreement of which you become aware.

Proprietary Content 

Liaison respects the intellectual property rights of others and expects you to do the same.  We have expended substantial time, effort and funds to create the Site and to collect and provide the features, materials, opportunities and services that are available on or through the Site.  You understand and agree that Liaison owns, or (where required, appropriate or applicable) has been licensed by third parties to use, all right, title and interest in and to the Site and the features, materials, opportunities and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content”).  You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws and treaties of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content.  Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of Liaison and its affiliates or licensors. 

Use of Content

Liaison grants you a limited license to access and make personal use of the Site and the Content for legitimate business purposes.  Except as expressly provided for in this Agreement, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any portion of the Site or of the Content in any other manner or for any other purpose constitutes an infringement of our intellectual property and other proprietary rights.  Other than as necessary and required to facilitate your personal use, you may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content or any portion of the Site without the prior written permission of Liaison.  Use of the Content, or any portion thereof, on any other Web site or other networked computer environment is expressly prohibited without the prior written permission of Liaison.  You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content.  Except as expressly authorized by Liaison in writing, in no event shall you reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, all or any portion of the Content or the Site, or access to or use of the Content and the Site.

Use of Submissions

By submitting information and material to the Site or to Liaison, whether by e-mail, telephone or other mode or medium of communication, or through access to and use of the Site or the Content including, but not limited to, access to and use of any available pages, applications or bulletin boards, submitting or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type, you thereby expressly grant, or warrant that the owner of such material has expressly granted, Liaison a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set forth on the Site.

Linked Sites

For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of Liaison.  Liaison does not endorse or sponsor such Web sites and is not responsible for the availability, accuracy, content or any other aspect of such Web sites.  Liaison disclaims all liability for such Web sites and all use thereof, and for use of the links to such Web sites.  We also disclaim all liability and make no representations or warranties for any products or services made available, sold or provided to you by any third party.  Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof.  You agree that you will bring no suit or claim against Liaison arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites.  Such links do not imply that: (a) Liaison is affiliated or associated with such linked sites; (b) Liaison is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Liaison or any of its affiliates.

Disclaimer

Although Liaison strives to make the Site, the Content, and the features, materials, opportunities and services provided through the Site helpful, useful, reliable and current, you understand and acknowledge that your access to and use of the Site, the Content, and all materials, products and services available through the Site and Liaison are at your own initiative and risk.  Neither Liaison, nor any affiliate of Liaison, makes any promise, covenant, representation, warranty or guarantee that you or any other user of the Site will obtain any particular or tangible result or goal through the use of the Site or any other product or service in connection with use of the Site.  It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and Liaison are: (a) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (b) free of viruses and other destructive routines.  THE SITE AND THE CONTENT, AND ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND LIAISON, LLC ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED.  LIAISON, LLC DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  LIAISON, LLC DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH LIAISON, LLC ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH LIAISON, LLC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL LIAISON, LLC, ITS CONTRACTORS, SUPPLIERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING,  BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF, OR RELIANCE ON, THE SITE, THE CONTENT, AND THE MATERIALS, PRODUCTS AND SERVICES ACCESSIBLE ON OR THROUGH THE SITE OR LIAISON, LLC; (B) LIAISON, LLC’ PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT; (C) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SITE USERS OR OF THIRD PARTIES; OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES.  UNDER NO CIRCUMSTANCES SHALL LIAISON, LLC, ITS CONTRACTORS, SUPPLIERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR LIAISON, LLC, THE USE, COPYING OR DISPLAY OF THE SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, OR ANY OTHER CAUSE BEYOND THE CONTROL OF LIAISON, LLC), EVEN IF LIAISON, LLC WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.  IN A jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Liaison, its contractors, suppliers and other SIMILAR ENTITIES, and the officers, directors, employees, REPRESENTATIVES and agents of each of the foregoing, shall be limited in accordance with this Agreement to the fullest extent permitted by law.  Without limiting any of the foregoing, if Liaison, its contractors, suppliers and other SIMILAR ENTITIES, OR the officers, directors, employees, REPRESENTATIVES and agents of ANY of the foregoing, is found liable to you or any third party AS A RESULT OF any claims or OTHER matters arising under or in connection with this Agreement, THE SITE OR YOUR USE OF THE SITE, Liaison and such parties’ aggregate and maximum liability for all such CLAIMS AND OTHER matters in any calendar year shall not exceed $100.

Indemnification

You agree to indemnify, defend and hold Liaison, and the officers, directors, employees and agents of Liaison, harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use of the Content, the Site and other materials, products and services available on or through the Site and Liaison, your violation of this Agreement or your violation of any rights of another.  We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you.  All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement.

Miscellaneous

This Agreement and the Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or Liaison.  Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of Liaison’ copy of this Agreement in a court in connection with any proceeding arising out of this Agreement.   Except as expressly provided for, this Agreement does not confer any rights, remedies or benefits upon any person other than you and Liaison.  Liaison may assign its rights and duties under this Agreement at any time to any party without notice.  You may not assign this Agreement without the prior written consent of Liaison.  This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.  Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.

Jurisdiction

The Site was created and is maintained, located and controlled by Liaison in the State of Utah.  This Agreement shall be governed by and construed under the laws of the State of Utah, without regard to conflicts of law principles or rules thereof.  Any legal action arising out of or related to this Agreement and your access to and use of the Site must be commenced within one year after the cause of action arises.  You and Liaison each hereby expressly consent and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Utah County Utah for resolution of any matters related to interpretation, construction or enforcement, or otherwise in connection with this Agreement, the Liaison Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of the Site, the Content, and the materials, products and services available on or through the Site or Liaison.  You and Liaison each expressly waive any claim that venue is improper for any reason in these courts.

Questions Regarding Terms of Access

Please contact us with any questions regarding the Site or these Terms of Use by e-mail at [webmaster@liaisontech.com] or by calling [(801) 766-0909]  .

Acknowledgement

YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PRIVACY POLICY OF LIAISON, LLC REFERENCED HEREIN.