Terms Of Use - The Entwistle Company

THE ENTWISTLE COMPANY

The Entwistle Company (“Entwistle,” “we,” “us,” or “our”) owns or licenses all right, title and interest in and to this website (https://entwistleco.com/) and all of its sub-domains (the “Website”). We have established the following terms and conditions (the “Agreement”) with which you must comply when you access and view the Website. All references to “you” or “your” refer to you and the entity on behalf of which you access or view the Website.
By accessing and viewing the Website, you agree to the terms and conditions contained in this Agreement. You affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement, and you hereby accept this Agreement without limitation or qualification. If you do not accept the terms and conditions of this Agreement, do not access or view the Website.

1. MODIFICATIONS TO THIS AGREEMENT
From time to time, Entwistle may without advance notice: (a) supplement or make changes to this Agreement and other rules, access and use procedures, documentation, security procedures, and standards for equipment related to the Website or (b) add, modify or remove any content from the Website. All changes to the Agreement will be posted on this page and are effective as of the date they are posted. Accordingly, you should periodically visit this page to review the terms of this Agreement. Your access and viewing of the Website after a modification to this Agreement constitutes your acceptance of the modification. You should also review our Privacy Policy, the terms of which are incorporated herein by reference and made a part of this Agreement.

2. OWNERSHIP
a. Entwistle and its licensors own all information, text, reports, analyses, data, graphics, files, documents, images, sound recordings, audio and visual clips, interactive features, photographs, programs, applications, software, scripts, and any other content that you may access and view on the Website, as well as the collection, design, production, selection, layout, function, arrangement and “look and feel” thereof (the “Entwistle Material”). We may incorporate third party software as part of the Website, and all such third party software is subject to additional terms provided by the third party licensor. The names, trademarks, logos, slogans and taglines appearing on the Website (the “Trademarks”) are owned by or licensed to Entwistle and, if licensed, are used with permission of the owner. The Trademarks and the Entwistle Material are protected by trademark, copyright and other intellectual property laws. You may not infringe upon the Trademarks or Entwistle Material in any way.
b. You acknowledge and agree that all questions, comments, ideas, feedback or other information provided by you to us (“Feedback”) are not confidential and that we may reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as we deem appropriate, for any and all commercial or non-commercial purposes, in our sole discretion. If you suggest any new features and/or functionality for the Website that we subsequently incorporate into the Website (or any other website, product or service of ours), you further acknowledge that (i) Entwistle shall own, and has all rights to use, such suggestions, and the Website (or any other website, product or service of ours) incorporating such new features and/or functionality shall be the sole and exclusive property of Entwistle and (ii) all such suggestions shall be free from any confidentiality restrictions.

3. YOUR LICENSE
Entwistle hereby grants you a limited, non-exclusive, revocable, non-transferable license to access and view the Website in accordance with the terms of this Agreement. This license does not give you any ownership or intellectual property interest in any Entwistle Material or the Trademarks. Other than as required to facilitate your permissible use, you may not reproduce, perform, publicly display, embed, create derivative works of, republish, upload, post, retransmit or redistribute in any way whatsoever any Entwistle Material. All rights not expressly granted to you under this Agreement are reserved by Entwistle.

4. USER INFORMATION
You grant to Entwistle a non-exclusive license to copy, use and display any and all data, information or communications (including personally identifiable data) sent or entered by you while accessing the Website (“User Information”) to the extent necessary for Entwistle to operate the Website, its business, and/or to facilitate interactions or transactions with you. You acknowledge that Entwistle exercises no control whatsoever over the content of the User Information and it is your sole responsibility, at your own expense, to provide the information, and to ensure that the information you transmit or receive complies with all applicable laws and regulations now in place or enacted in the future. Entwistle is under no obligation, however, to review User Information for accuracy, potential liability or for any other reason.

5. ELECTRONIC COMMUNICATIONS
By visiting the Website or otherwise communicating with us, you consent to receive electronic communications from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If, at any time, you wish to opt-out of receiving electronic communications, please contact us at the contact information listed below. If you have provided us your telephone and/or fax number, then you expressly consent to receive marketing and/or non-marketing related communications at that telephone and/or fax number, including telephone calls, text messages and faxes, as applicable.

6. PROHIBITED ACTS
The following is a non-exhaustive list of activities that are prohibited in connection with your access, viewing and use of the Website:
a. copying, decompiling, reverse engineering, disassembling, attempting to derive the source code, modifying, transcribing, storing, translating, selling, leasing, transferring, distributing or creating derivative works of the Website, the Entwistle Materials and/or the Trademarks;
b. web scraping, framing or utilizing framing techniques to enclose, or deep link to, any Entwistle Materials, the Trademarks or other proprietary information of Entwistle or its licensors;
c. criminal or tortious activity, including, but not limited to, fraud, trafficking in obscene material, gambling, harassment, stalking or spamming;
d. uploading or distributing files that contain viruses, corrupted files or other software or programs that may damage the operation of the Website or computer systems of Entwistle and the Website’s users;
e. interfering with, disrupting or creating an undue burden on the Website;
f. removing, altering or obscuring any Trademark or other proprietary notice or legend of Entwistle or its licensors contained in or on the Website and/or the Entwistle Materials;
g. violating or attempting to violate the security of the Website or Entwistle’s computer systems or using the Website to violate the security of other websites by any method; and
h. using the Website, the Entwistle Materials and/or the Trademarks in a manner inconsistent with this Agreement or applicable laws and regulations.
Entwistle may take whatever remedial action it determines in its sole discretion is appropriate if you engage in any prohibited acts, including, but not limited to, immediate suspension or cancellation of your access to the Website. You agree that disputes arising from an alleged violation of this Agreement or any intellectual property rights may result in Entwistle suffering irreparable harm and that, in the event of such a dispute, Entwistle or its affiliates may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies.

7. INTERNATIONAL USERS
We operate the Website from the United States of America. If you choose to access the Website from outside of the United States, you are responsible for complying with applicable local laws.

8. LINKING
a. Subject to the terms and conditions of this Agreement, you are permitted to link to our homepage for the Website. You may not link to the Website in a manner that may damage our reputation or take advantage of it or suggest an approval or endorsement without our prior written consent. You may not establish a link from any website that is not owned by you. You agree to cooperate with us in causing any unauthorized linking immediately to cease. We reserve the right to withdraw linking permission without notice.

b. The Website may contain links to independent third-party websites (“Linked Services”). We provide these Linked Services solely for your convenience and do not control or endorse any of them. We are not and cannot be responsible for the content, security or privacy policies of such Linked Services.

9. VIOLATION OF THIS AGREEMENT
a. You agree that we may, in our sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine that you have violated or caused this Agreement to be violated or other agreements or guidelines associated with your use of the Website. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.
b. You agree that we may, in our sole discretion and without prior notice, terminate your access to the Website, including as a result of (i) requests by law enforcement or other government agencies, (ii) a request by you, (iii) discontinuance or material modification of the Website or any service offered on or through the Website or (iv) unexpected technical issues or problems. We similarly reserve the right to do any of the following, at any time, without notice: (A) modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (B) modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (C) interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction or other changes.
c. If we take any legal action against you due to your violation of this Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Website for any reason.

10. DISCLAIMER OF WARRANTIES
a. THE WEBSITE AND THE ENTWISTLE MATERIAL ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND. ENTWISTLE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE WEBSITE AND THE ENTWISTLE MATERIAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY OF INFORMATION AND FITNESS FOR A PARTICULAR PURPOSE.
b. ENTWISTLE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY OR RELIABILITY OF ANY ENTWISTLE MATERIAL. THE WEBSITE MAY CONTAIN INACCURATE OR OUT-OF-DATE INFORMATION OR TYPOGRAPHICAL OR SPELLING ERRORS. ENTWISTLE RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, STALENESS OR OMISSIONS; HOWEVER, ENTWISTLE UNDERTAKES NO OBLIGATION TO UPDATE, AMEND OR CLARIFY THE WEBSITE OR ANY ENTWISTLE MATERIAL, EXCEPT AS REQUIRED BY LAW. NO SPECIFIED UPDATE DATE APPLIED TO THE WEBSITE SHOULD BE TAKEN TO INDICATE THAT ALL CONTENT HAS BEEN MODIFIED OR UPDATED.
c. ENTWISTLE DOES NOT WARRANT THAT: (I) THE QUALITY OF THE WEBSITE OR THE ENTWISTLE MATERIAL THAT YOU OBTAIN FROM ENTWISTLE WILL SATISFY YOUR REQUIREMENTS OR MEET YOUR EXPECTATIONS, (II) THE WEBSITE WILL OPERATE UNINTERRUPTED AND ERROR-FREE OR (III) THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL MATERIAL. YOU ASSUME THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO YOUR SYSTEMS OR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN THE WEBSITE. YOU SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR BACKING UP ALL YOUR DATA.
d. ENTWISTLE DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF THE INTERNET, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, MOBILE DEVICES, SOFTWARE OR FAILURE OF EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE RELATED TO OR RESULTING FROM THE WEBSITE.
e. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND VIEWING THE WEBSITE.

11. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT ENTWISTLE IS OFFERING THE WEBSITE AS A PUBLIC SERVICE AND THAT YOU ARE ACCESSING AND VIEWING THE WEBSITE AND THE ENTWISTLE MATERIAL AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENTWISTLE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE FOR ANY DAMAGES IN ANY WAY ARISING FROM OR RELATING TO YOUR RELIANCE UPON, YOUR USE OF OR INABILITY TO ACCESS OR VIEW THE WEBSITE OR THE ENTWISTLE MATERIAL INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENTWISTLE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Entwistle and its owners, managers, trustees, officers, directors, employees, contractors, agents, advisors and independent contractors from and against any action, claim, demand, damages, liabilities, costs or expenses (including attorneys’ fees and court costs) arising out of: (a) your access, viewing or use of the Website, (ii) any conduct by you that actually or allegedly violates the terms of this Agreement, (iii) your actual or alleged infringement of the intellectual property rights of third parties or (iv) your actual or alleged failure to comply with any applicable laws and regulations.

13. FORCE MAJEURE
Entwistle shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, epidemic, pandemic, any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond Entwistle’s control. Certain obligations may require the cooperation of third parties outside the control of Entwistle. In the event such third parties fail to cooperate in a manner that reasonably permits the performance of Entwistle’s obligations, such failures shall be considered as causes beyond the control of Entwistle and shall not be the basis for a determination that Entwistle is in breach of any of its obligations under this Agreement or is otherwise liable.

14. GENERAL PROVISIONS
a. Relationship Between the Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture or other similar legal relationship between you and Entwistle; nor will either party hold itself out as an agent, partner or joint venture party of the other party.
b. Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by all parties to be bound thereto.
c. Governing Law. This Agreement and all claims arising out of, related to, or in any way associated with it shall be construed and governed in all respects according to the laws of the State of Rhode Island without regard to the conflict of law provisions thereof. Any cause of action or claim you may have with respect to the Website must be commenced within one (1) year after the claim or cause of action arises. You specifically acknowledge and agree to the foregoing agreed upon statute of limitations.
d. Assignment. Entwistle may, at any time, in its sole discretion, and without notice to you, assign some or all of its rights and obligations under this Agreement. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of Entwistle.
e. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall be deleted and shall not affect any other provision of this Agreement.
f. Entire Agreement. This Agreement and the referenced Privacy Policy constitute the entire agreement between you and Entwistle with respect to your use of the Website. Any purported modification or amendment shall be void unless such modification or amendment was authorized and published by Entwistle.

15. CONTACT INFORMATION
If you have questions or concerns with respect to this Agreement, please contact Entwistle by e-mail at [dcouture@entwistleco.com], by phone at (508) 481-4000, or by mail directed to 6 Bigelow Street Hudson, MA 01749-2697.
Last updated: May [15], 2020