Terms of Usage Policy

These "Terms of Use" identify the provisions for accessing Able Engineering & Component Services, Inc. websites and using any of Able Engineering & Component Services, Inc. information services, including any data or information accessible by such information services. By accessing any area of the System, Customer and its Users are deemed to have agreed to these Terms of Use and to have incorporated these Terms of Use into a Access Agreement entered into by Customer and Able Engineering & Component Services, Inc., ("Able Engineering"). Able Engineering is an Arizona corporation with a place of business at 2920 E. Chambers Street Phoenix, Arizona 85040.

ARTICLE I – DEFINITIONS

1.1. The following definitions will be used in reading these Terms of Use.

"Customer" shall include the organization identified in the Access Agreement which has licensed the System from Able Engineering, as well as any legal entity controlling, controlled by, or under common control with Customer.

"User" means the individuals who are the recipient of any logon id and password that is used to access the System. Users include Customer's employees, agents, directors and representatives.

"Documentation" shall include the manuals, specifications, and written correspondence regarding the System that are accessible through Able Engineering websites or provided to Customer by an authorized representative of Able Engineering.

"System" shall include the websites of Able Engineering and the computer code and Documentation for any licensed product or module identified in the Access Agreement.

"Content" means the data, materials and information available in the System, as listed in the Access Agreement.

"Access Agreement" shall mean the agreement executed by Customer and Able Engineering which grants access to the System (in whole or part) to Customer and sets forth the fees, payment terms, Access Agreement term and the like.

ARTICLE II - OWNERSHIP

2.1. Customer acknowledges that the System and all patent, copyright, trade secrets and other intellectual property rights in or related to the System, are the sole property of Able Engineering, and that Customer shall gain no right, title or interest in the System by virtue of these Terms of Use or the Access Agreement, other than the non-exclusive right of use granted in the Access Agreement. Without limiting the foregoing, Customer specifically acknowledges Able Engineering exclusive rights to and ownership of any modifications, translations, or adaptations to the System and any other improvements or developments thereto or based thereon.

ARTICLE III - CONDUCT

3.1. Customer and User agree to use the System only for lawful purposes. User is prohibited from posting or transmitting through the System any unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

3.2. Customer shall be fully responsible for the activities of Users.

3.3. Customer may not adapt the System, including, but not limited to translating, reverse engineering, decompiling, modifying, disassembling, or creating derivative works. Customer may not take steps intended to produce a copy, in whole or part, of the System. User agrees to use the System solely as intended by Able Engineering and will not make any attempt to break the security features of the System or access information or Content not intended for Customer.

ARTICLE IV – TRADEMARKS, PATENTS AND COPYRIGHTS

4.1 All material contained within this website is copyrighted. Customer agrees to comply with all copyright law when accessing or using the System. The trademarks, logos, and service marks (hereinafter “Marks”) displayed in the System are the property of Able Engineering or other third parties. Customer is not permitted to use these Marks without prior written consent of Able Engineering or such third party, which may own the Marks.

4.2. Able Engineering warrants that to its knowledge, the use of System by Customer will not infringe upon any valid patent, copyright, trade secret or other intellectual or industrial property rights. Able Engineering shall defend, indemnify, and hold harmless Customer from and against all actions, suits, claims and demands arising out of or relating to any suit or claim by a third party that the System, or any part thereof, infringes any copyright, patent or trade secret, provided Able Engineering takes full control of the defense and Customer reasonably cooperates with Able Engineering. If the System is held to infringe, or in Able Engineering opinion is likely to be held to infringe any third party intellectual property right, Able Engineering shall, at it's sole discretion and expense either: (a) secure the right for Customer to continue to use the System for the current term of the Access Agreement; (b) replace or modify System to make it non-infringing; or (c) terminate the Access Agreement and refund to Customer the Access Agreement fees actually paid to Able Engineering, less a pro-rata portion of the fees representing the fraction of the term during which Customer was provided access to System.

4.3 Copyright Notice

Copyright © Able Engineering & Component Services, Inc. All Rights Reserved.

ARTICLE V – CONTENT, CONFIDENTIAL INFORMATION

5.1. Proprietary Rights. The parties acknowledge that the System contains Content that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. Able Engineering owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. Customer may not modify, remove, delete, augment, add to, publish, reproduce, disclose, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit this Content, in whole or in part, outside of the rights granted in the Access Agreement.

5.2. Third-Party Content. Able Engineering is a publisher of Content available from third parties or supplied by Customer. Able Engineering has no editorial control over such Content. Able Engineering does not guarantee the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. Under no circumstances shall Able Engineering, or its affiliates, or any of their officers, directors, employees, or agents be liable for any loss, damage or harm caused by Customer's reliance on Content obtained through the System. It is the responsibility of Users to evaluate the information, figures, calculations and Content available through the System.

5.3. Customer Content. Customer may provide its own Content to the System. In this case, Customer is responsible for establishing and enforcing data quality standards and procedures with its Users and any of its trading partners (including suppliers, freight forwarders, and transportation service providers) who enter Content into the System. Data quality standards and procedures must ensure that the Content is complete, accurate, and conforms with the specifications required by the System.

5.4. Compliance with Applicable Laws; Export Control Laws. The Site and all related Content shall be subject to U.S. export control laws and shall also be subject to the laws of the country where Customer resides. Customer agrees to comply with all applicable laws, statutes, ordinances and regulations regarding the use of this Site and agrees not to transfer, by electronic transmission or otherwise, any Content derived from the System to either a foreign national or a foreign destination in violation of such laws. Notwithstanding anything to the contrary, Able Engineering makes no representation that the Site or the Content is appropriate or available for use in other jurisdictions. If Customer chooses to access the Site from such a jurisdiction, the Customer does so at their own risk. The laws of the State of Arizona and United States of America shall govern all issues relating to use of the Site and the Content.

5.5. Confidential Information. Due to the relationship between Customer and Able Engineering created by the Access Agreement and these Terms of Use, each party may disclose "Confidential Information" to the other party. Confidential Information shall include the costs, fees, payments terms, and other provisions in the Access Agreement, employee lists, customer lists, Content provided by Customer, and information marked as Confidential. Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party in violation of these Terms of Use; (b) was in the possession of the receiving party prior to receipt thereof from the disclosing party, provided that such possession of the receiving party is not known by the receiving party to be the subject of another confidentiality agreement with or obligation of secrecy to the disclosing party or another party; or (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to the disclosing party or another party.

5.6. The parties agree that (a) they will use the Confidential Information solely for the purposes authorized by the disclosing party and for no other purpose; (b) they will maintain the Confidential Information as confidential; and, (c) they will not at any time or in any manner, directly or indirectly, disclose to any person or entity any or all of the Confidential Information, except as authorized in the Access Agreement or other written notice.

ARTICLE VI - TERMINATION

6.1. Able Engineering may suspend or terminate any User's access to all or any part of the System, without notice, at the Able Engineering's sole discretion, including without limitation, Able Engineering's belief that such access would violate any applicable law, be harmful to the interests of Able Engineering, or cause a breach of these Terms of Use. Such suspension or termination shall not reduce the Access Agreement fees.

6.2. If either party breaches a material provision of the Access Agreement or these Terms of Use, the injured party may give written notice of termination to the Access Agreement. If the breaching party fails to cure the breach within thirty (30) days following receipt of such notice, the Access Agreement shall be deemed terminated.

6.3. Upon termination of the Access Agreement, all materials marked as Confidential Information shall be returned to their respective owner in their original form (if still available), and all Content owned by Customer will be purged from the System by Able Engineering. In the event of a breach by Customer, no refunds or credits will be due, and all amounts not yet paid through the then current term-end date of the Access Agreement shall become immediately due.

6.4. All provisions in the Access Agreement and these Terms of Use relating to the following provisions shall survive termination of the Access Agreement: Access Agreement fees, payment terms, professional service fees, publishing fees, other costs; trade secrets, patents, copyrights, confidential information, limitation of liability, warranty, and ownership.

ARTICLE VII - SECURITY

7.1. Every User is responsible for (a) keeping such User's logon id and password confidential, and (b) restricting access to such User's computers. Customer agrees to accept full responsibility for all activities that occur within and through the use of each User's logon id and password.

7.2. Able Engineering will use reasonable means to secure Confidential Information and Content owned by Customer, including physical security to files and servers, enforcement of logon ids and passwords to access the System, provision for User profiles used to grant or revoke System services, and encryption of data transmission.

ARTICLE VIII – DISCLAIMERS, WARRANTY & LIMITATION OF LIABILITY

8.1. ABLE ENGINEERING REPRESENTS AND WARRANTS THAT IT WILL PROVIDE THE SYSTEM IN A MANNER CONSISTENT WITH GENERAL INDUSTRY STANDARDS REASONABLY APPLICABLE TO THE PROVISION THEREOF AND THAT THE SYSTEM WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ONLINE HELP DOCUMENTATION UNDER NORMAL USE AND CIRCUMSTANCES. COMPANY WILL USE REASONABLE EFFORTS TO REPAIR ANY REPRODUCIBLE BUG IDENTIFIED BY CUSTOMER WITHIN A TIMEFRAME APPROPRIATE TO THE SEVERITY AND DEGREE-OF-EFFORT REQUIRED TO MAKE SUCH REPAIR. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (A) THAT THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE; (B) AS TO THE ACCURACY, RELIABILITY OR CURRENCY OF ANY CONTENT OR SERVICE PROVIDED THROUGH THE SYSTEM; OR (C) THAT THE SYSTEM, ITS SERVERS, OR E-MAIL SENT FROM OR ON BEHALF OF THE COMPANY, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SYSTEM, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SYSTEM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF CONTENT, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CONTENT, PROGRAMS, OR SERVICES. CUSTOMER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SYSTEM.

8.4. THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SYSTEM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THESE TERMS OF USE AND THE ACCESS AGREEMENT SHALL NOT EXCEED THE ACCESS AGREEMENT FEES PAID TO COMPANY BY CUSTOMER OVER THE PRECEDING THREE (3) MONTHS.

8.5. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

ARTICLE IX - SEVERABILITY

9.1 The provisions of these Terms of Use are intended to be severable. If for any reason any provisions of these Terms of Use are held invalid or unenforceable, in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

ARTICLE X - APPLICABLE LAW; JURISDICTION

10.1 The System is created and controlled by Able Engineering & Component Services, Inc. in the State of Arizona. As such, the laws of the State of Arizona will govern the Access Agreement and these Terms of Use, without giving effect to any principles of conflicts of laws.

10.2 Customer hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the federal and state courts of the State of Arizona and of the United States of America located in the State of Arizona for any litigation arising out of or relating to the use of the System (and agrees not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Arizona Courts and agree not to plead or claim in any Arizona Court that such litigation brought therein has been brought in an inconvenient forum.

ARTICLE XI - MISCELLANEOUS

11.1. Able Engineering reserves the right to make changes to the System at any time without notice.

11.2. Customer may not assign the Access Agreement without the prior written consent of Able Engineering, which shall not be unreasonably withheld. Able Engineering may assign the Access Agreement and these Terms of Use without restriction or notice.

11.3. All notices required hereunder shall be in writing and sent by certified mail, return receipt requested or by reputable overnight courier to the addresses shown in the Access Agreement, or such other addresses as requested in writing from either party.

11.4. Customer's purchase orders may be submitted concurrently or later for funding and administrative purpose, but terms and conditions contained therein shall have no force and effect unless a paragraph is individually initialed and the purchase order is signed by an officer of Able Engineering.

11.5. The failure by either party to insist upon strict enforcement of any terms and conditions of the Access Agreement or these Terms of Use shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion.

11.6. Able Engineering is not responsible for failure to fulfill its obligations under the Access Agreement or these Terms of Use due to causes beyond its reasonable control.

11.7. Customer agrees to allow Able Engineering to list Customer's name and logo in the System for the term of the Access Agreement.

11.8. Use of the System or any Content is governed by the Access Agreement executed by the Able Engineering and Customer. In the event a conflict arises between the provisions of these Terms of Use and the Access Agreement, the provisions of such Access Agreement shall prevail.

11.9. The parties acknowledge and agree that any breach of the Access Agreement or these Terms of Use will cause irreparable harm to the injured party for which monetary damages would be inadequate, and that in addition to such other remedies that may be available, including recovery of damages, the injured party shall be entitled to receive specific enforcement of the provisions hereof and injunctive relief. In connection with any such injunctive relief, the injured party shall not be required to show any actual damages, or to post any bond or other security.

ARTICLE XII - ACKNOWLEDGMENT

12.1 These Terms of Use, including all documents referenced herein, and the Access Agreement represent the entire understanding between Customer and Able Engineering and supersedes any prior statements or representations. When using the System, Customer AND USER AGREE TO BE BOUND BY THESE TERMS OF USE.

If you have any questions about these Terms of Use or the System, please contact:

Able Engineering & Component Services, Inc.

2920 E Chambers Street

Phoenix, Arizona