The WebsiteThe Website is comprised of (i) the ChristmasExpo.com website (and/or any successor or additional website(s) owned or operated by or for Company); (ii) the servers operated by or on behalf of Company; and/or (v) any other technology and/or Websites that Company provides its members or site visitors. The Website may be distributed through any media format through any media channel and/or via any media device. All information posted or published on the Website is referred to as “Content,” and includes, without limitation, text, software, scripts, graphics, images, audio and personal information.
Safety and SecurityThe Company uses industry standard security efforts to protect any personally identifiable information when registering for an event. However, Company cannot guarantee Your safety in using the Website. Use of the Website is at your own risk. Although we make every effort to secure the site and its data, we are not legally responsible for data breaches that occur outside of our reasonable control.
OwnershipThe Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like, along with the trademarks, Website marks and logos contained therein (the “Marks”), are owned by or licensed to Company, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Except as set forth in these TOU, the Company Content, Marks and Member Content are provided to You AS IS for Your information and personal, non-commercial use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever except as set forth in these TOU. Company reserves all rights not expressly granted in and to the Website and the Company Content. If You download or print a copy of the Website or any Content, You must retain all copyright and other proprietary notices contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of the Website or any Content.
Third-Party ContentThe Company provides the Website as a Website to the public. The Company is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, or reliance on any information contained within the Website. While the information contained within the site is periodically updated, no guarantee is given that the information provided in this Website is correct, complete, and up-to-date.
Although the Website may include advertising or links providing direct access to other Internet resources, including other web sites, the Company is not responsible for the accuracy or content of information contained in such third-party sites.
Links from the Website to such third-party sites do not constitute an endorsement by the Company of the parties or their products and Websites offered on their sites. The appearance on the Website of advertisements and product or Website information does not constitute an endorsement by the Company, and the Company has not investigated the claims made by any advertiser. Product information is based solely on material received from suppliers.
User BehaviorCompany grants You permission to use the Website subject to all of the terms and conditions set forth in these TOU. As a condition of use, You agree not to use the Website for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as U.S. copyright laws). Any unauthorized use of the Website is expressly prohibited. You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Website, any Content available through the Company website (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder. In addition, You may not remove any proprietary notices, marks or labels. You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the Website in a manner which sends more request messages to the Company server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases. You shall not harvest or collect information from the Website. The use of any information learned through the Website or while on the Company website is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited. Unless expressly authorized, You shall not frame or otherwise display any portion of the Company.com website or any of its contents. No hyperlinks to any password protected web pages on the Company.com website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by Company in our sole discretion.
IndemnificationYou agree to defend, indemnify and hold harmless Company and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, “Company Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) Your use of and access to the Website; (ii) Your violation of any term of these TOU, including any breach of any representation, warranty, covenant or agreement made by You herein; (iii) Your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any Content on the Website caused damage to a third party; or (v) Your illegal acts, gross negligence, or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Company Indemnitees. Company shall have the right, in its sole discretion, to select its own legal counsel to defend the Company Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and You shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the Company Indemnitees in connection therewith. You shall notify Company immediately if You become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect Your or Company’s ability to fully perform its respective duties or to exercise its respective rights under these TOU. You shall not, without the prior express written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for any Company Indemnitee. This defense and indemnification obligation will survive these TOU and Your use of the Website.
DisclaimerTHE WEBSITE, WEBSITE CONTENT AND MARKS ARE PROVIDED BY COMPANY “AS IS” AND “AS AVAILABLE” ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TOU, Company MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THESE TOU, INCLUDING BUT NOT LIMITED TO THE WEBSITE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES REGARDING THE WEBSITE AND ITS CONTENTS AND MARKS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, TITLE, SUITABILITY, THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR WEBSITES AVAILABLE VIA THE WEBSITE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR WEBSITES) OR OTHERWISE. YOU AGREE THAT USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. COMPANY MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT THE WEBSITE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE WEBSITE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS, IF AVAILABLE. COMPANY MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR CONTENT WITHOUT YOUR AND/OR COMPANY’S AUTHORIZATION AND/OR KNOWLEDGE. FURTHER, COMPANY DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR WEBSITE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.
Limitation of LiabilityIN NO EVENT SHALL COMPANY OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE WEBSITE, THE WEBSITE, CONTENT, THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THESE TOU, AND/OR ANY CONTENT, PRODUCTS OR WEBSITES DISTRIBUTED ON OR PROVIDED THROUGH THE WEBSITE (INCLUDING BUT NOT LIMITED TO, CONTENT AND MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE; ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS, HACKING, OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE WEBSITE OR ANY CONTENT, INCLUDING ANY CONTENT POSTED OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE.
SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, COMPANY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- Acceptance. If You do not accept all of the terms and conditions set forth in these TOU, You may not access or use the Website.
- Enforceability and Waiver. If any provision of these TOU is found illegal or unenforceable, the TOU will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these TOU will not be affected. No delay or failure by Company to exercise or enforce any of its rights under these TOU will act as a waiver of such rights.
- Entire Agreement. These TOU constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between You and Company concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to these TOU.
- Export and International Use. The Website is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Force Majeure. In the event that Company is prevented from performing or is unable to perform any of its obligations under these TOU due to any cause beyond its reasonable control, then Company’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
- Good Faith. You agree to act in good faith with respect to each provision of these TOU and any dispute that may arise related hereto or thereto.
- Links to Third Party Websites or Websites. As a convenience for its site visitors, Company may provide links on this website to other websites owned by third parties. Unless otherwise stated, Company does not endorse or control these third parties and takes no responsibility for them or their websites. Please refer to these third party websites for their terms and conditions and other policies.
- Governing Law, Jurisdiction and Venue. These TOU shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Allegheny County, Pennsylvania for any claim or action arising out of or relating to these TOU or Your use of the Website. You agree that: the Website shall be deemed to be solely based in the State of Pennsylvania; the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than the State of Florida; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.
- Headings. The section headings and subheadings contained in these TOU are included for convenience only, and shall not limit or otherwise affect the terms hereof.
- Notices. All notice required to be given in writing and delivered either by hand or by recognized overnight delivery Website shall be pre-paid and addressed as set forth below. If to Company: ProShow, Inc. | PO Box 369 | Monroeville PA 15146 If to You: Via email or transmittal to the address identified by You through Your information on the Website shall constitute notice to You.
- Severability. Each provision of these TOU shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.
- Survival. All terms of these TOU which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.
- Use. The Website is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.