THE SILVERSTONE COMPANIES, LLC
TERMS OF USE
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Last Modified on December 30, 2019
Welcome to The Silverstone Companies, LLC and the www.silverstonecap.com website (the “Site”). Your access and use of the Site and features, products and services provided by The Silverstone Companies, LLC (“Silverstone,” “we,” “us,” or “our”) through the Site, but excluding any software, products or services provided by Silverstone under a separate written agreement (individually and collectively, the “Service”), is subject to the terms and conditions in this Terms of Use (this “ToU”).
You must agree to this ToU in order to use the Site or the Service. If you use the Site or the Service, or click to accept or agree to this ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using the Site or the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the Site or the Service. If you are using the Site or the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this ToU. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer or such other entity and you must discontinue all use of the Site and the Service immediately.
1. TOU UPDATES
Silverstone may update this ToU at any time, and Silverstone will post the updated version of this ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use the Site or the Service after the updated ToU is posted on the Site. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Site and the Service.
2. PROVISION OF SERVICE
You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Site and the Service. You acknowledge and agree that Silverstone may make changes to the Site or the Service at any time without notifying you in advance.
3. TERMINATION OF SERVICE
Silverstone reserves the right to deny service to any person or entity at Silverstone’s sole and absolute discretion. You acknowledge and agree that Silverstone may stop providing the Site or the Service or restrict your use of the Site or the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if Silverstone suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity.
4. USE REQUIREMENTS
- 4.1. License Grant
Subject to the terms and conditions of this ToU, Silverstone hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to use the Site and the Service, which may only be used in connection with the Service and in accordance with this ToU and any rules, restrictions or documentation set forth by Silverstone from time to time.
- 4.2. Updates
You acknowledge and agree that Silverstone may update the Site or the Service from time to time with or without notifying you, and may add or remove features or functions to the Site or the Service at any time in its sole discretion. You acknowledge and agree that Silverstone has no obligation to make the Site or the Service available to you, make any subsequent versions of the Site available to you or to continue to support the Site or the Service in any way. You acknowledge that your access to the Site and the Service may not be continuous, features may change during your use of the Site and the Service, and Silverstone may terminate your access to the Site or the Service or stop offering the Site and the Service at any time.
- 4.3. Agreements
You acknowledge that you may only use the Site and the Service in connection with the Service provided through Site and the Service in accordance with this Agreement. The requirements hereunder and this Agreement may change as the Service evolves.
5. RESTRICTIONS AND CONDITIONS OF USE
- 5.1. Use of the Service
Silverstone permits you to view and use the Site and the Service solely for your own personal or limited commercial use, as applicable, in either case not inconsistent with the intended purpose of the Service. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Site or the Service. Silverstone reserves the right to add or remove information, content or Services from the Site at any time at its sole discretion.
- 5.2. Accessing the Service
You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Site or the Service.
- 5.3. No Violation of Laws
You agree that you will not, in connection with your use of the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Site or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
- 5.4. Use Restrictions
You may not connect to or use the Site or the Service in any way that is not expressly permitted by this ToU.
- a. You may not: (i) remove any proprietary notices from the Site or the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site or the Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Silverstone; or (iv) make any false, misleading or deceptive statement or representation regarding Silverstone or the Site or the Service.
- b. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site or the Service (or any servers, systems or networks connected to the Site or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Site or the Service or any other person’s or entity’s use of the Site or the Service (or any servers, systems or networks connected to the Site or the Service); (ii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the Site or the Service; (iii) use the Site or the Service for any commercial purpose unless consistent with this ToU and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Site or the Service, unless you are specifically authorized to do so in a separate written agreement with Silverstone; (iv) use the Site or the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Site or the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Site or the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
- c. Without limiting the foregoing, you agree that you will not use the Site or the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Silverstone in its sole discretion.
- 5.5. No Data Mining or Harmful Code
You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or the Service.
- 5.6. Violation of this ToU
You acknowledge and agree that you are solely responsible, and Silverstone has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Silverstone may at its option, terminate its relationship with you if it determines you are using the Service contrary to the restrictions found in this Section 6 or any other terms of this ToU.
6. LINKS
- 6.1. Links from the Site
The Site may contain links to websites operated by other parties. Silverstone provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Silverstone and Silverstone is not responsible for the content available on the other websites. Such links do not imply Silverstone’s endorsement of information or material on any other website and Silverstone disclaims all liability with regard to your access to and use of such linked websites.
- 6.2. Links to the Site
Unless otherwise set forth in a written agreement between you and Silverstone, you must adhere to Silverstone’s linking policy as follows: (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Silverstone’s or its licensors’ names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Silverstone; and (c) when selected by a User, the link to the Site must display the Site on full-screen and not within a “frame” on the linking Site. Silverstone reserves the right to revoke its consent to the link at any time and in its sole discretion.
7. INTELLECTUAL PROPERTY
- 7.1. Trademarks
The Silverstone name and logo are trademarks and service marks of Silverstone. Unless permitted in a separate written agreement with Silverstone, you do not have the right to use any of Silverstone’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
- 7.2. Ownership
You acknowledge and agree that Silverstone, or its licensors, owns all right, title and interest in and to the Site and the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site and the Service are protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Silverstone has designated as confidential and you agree not to disclose such information without Silverstone’s prior written consent.
8. PRIVACY POLICY
By accepting this ToU or using the Site or the Service, you represent that you have read and consent to our Privacy Policy in addition to this ToU. Silverstone may revise the Privacy Policy at any time, and a link to the new versions will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Site and the Service. By using the Site or the Service, you agree to the then current versions of the ToU and Privacy Policy, which will be posted on the Site.
9. LOCATION
The Site and the Service are operated by Silverstone in the United States of America. If you choose to access the Site or the Service from a location outside of the United States of America, you do so on your own initiative and you are responsible for compliance with applicable local laws.
10. CHILDREN
The Site and the Service are not directed toward children under 13 years of age, and Silverstone does not knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to Silverstone.
11. DISCLAIMER OF WARRANTIES.
- 11.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- 11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SILVERSTONE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- 11.3. SILVERSTONE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE OR THE SERVICE.
- 11.4. SILVERSTONE DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- 11.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
- Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
12. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY
- 12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SILVERSTONE, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
- a. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE OR THE SERVICE, EVEN IF SILVERSTONE OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
- c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SITE OR THE SERVICE.
- 12.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF SILVERSTONE OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
- Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Silverstone and the Related Parties shall be limited to the fullest extent permitted by law.
13. INDEMNIFICATION
You agree to defend, indemnify and hold Silverstone and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Site or the Service; or (b) your breach of this ToU or any other policies that Silverstone may issue for the Site or the Service from time to time.
14. GOVERNING LAW; JURISDICTION
This ToU is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Silverstone agree that the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Silverstone shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
15. GENERAL
- 15.1. ToU Revisions
This ToU may only be revised in a writing signed by Silverstone, or published by Silverstone on the Site.
- 15.2. No Partnership
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Silverstone as a result of this ToU or your use of the Site or the Service.
- 15.3. Assignment
Silverstone may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without Silverstone’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
- 15.4. Severability
If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
- 15.5. Attorneys’ Fees
In the event any action is brought by either party in connection with this ToU, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
- 15.6. No Waiver
Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Silverstone of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
- 15.7. Notices
All notices given by you or required under this ToU shall be in writing and sent to info@silverstonecap.com.
- 15.8. Export Administration
You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Software, the Site or the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
- 15.9. Equitable Remedies
You acknowledge and agree that Silverstone would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- 15.10. Entire Agreement
This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and Silverstone with respect to the Site and the Service and supersedes any and all prior agreements between you and Silverstone relating to the Site or the Service.