Last Updated: May 15, 2006
Acceptance of Terms.
Welcome to the Puerto Rico Industrial Development Company�s (�PRIDCO�) on-line customer relationship management site (the "Site"). Any person who wishes to access the Site to view and/or submit information, make payments and/or otherwise use the Site (collectively, the "Services") must accept the terms and conditions of this Terms of Use Agreement (the �Agreement�) before registering and becoming a member of the Site by clicking on the I Agree icon at the bottom of the dialog box, be advised that the acceptance and compliance with these terms does not imply PRIDCO�s acceptance of any proposal or benefits which may, from time to time, be submitted or requested by you. PLEASE REVIEW THE FOLLOWING TERMS OF USE CAREFULLY BEFORE ACCEPTING THE AGREEMENT. BY CLICKING ON THE �I AGREE ICON�, REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH ON THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE; ALL OF WHICH YOU SHALL BE BOUND BY AND THEREFORE LEGALLY ENFORCEABLE AGAINST YOU.
Applicability.
By accepting this Agreement, you agree and acknowledge that your use of PRIDCO websites and/or other PRIDCO operated websites may be governed by separate terms of use, user agreements, policies and guidelines.
Site Security.
The security and confidentiality of your information is extremely important to us. All registered users of the �Site� shall be required to create a user account and password for security purposes. Your user account and password will be required to access the Site and use the Services. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must notify PRIDCO immediately and change your password.
Online Client Support.
The Site may provide Costumer Relationship Management or CRM Services which are intended to provide online assistance regarding your dealings with PRIDCO. Use of the Costumer Relationship Management or CRM Services does not guarantee that your issues will be resolved online or otherwise nor that such issues may be resolved in a more expedite manner. PRIDCO does not guarantee in any way, explicitly or implicitly, that the Costumer Relationship Management or CRM Services will be available through the Site at all times.
Prohibited Activity.
The following activities are strictly prohibited:
� intentionally or unintentionally violate any applicable local, commonwealth, state, national or international law, including, but not limited to, regulations promulgated by the Commonwealth of Puerto Rico, PRIDCO, its instrumentalities and public corporations, and any regulations having the force of law;
� violating or attempting to violate, the security of this Site;
� use the Site and/or Services if you are not able to enter into a legally binding contract, are under the age of 21, or are temporarily or indefinitely suspended from our Site;
� upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
� transfer your account, User ID and password to another party without PRIDCO�s express consent;
� upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
� upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
� harvest or otherwise collect information about users, including email addresses, without their consent;
� impersonate any person or entity, including, but not limited to, a PRIDCO official, third party, or falsely state or otherwise misrepresent your affiliation with a person or entity;
� forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
� upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
� upload, post, email, transmit, copy, modify, distribute or otherwise make available any file that contains images, software or other material protected by intellectual property laws, including without limitation copyright or trademark laws and rights of publicity and privacy, unless you own or control the rights thereto or have received all necessary authorizations to do the same;
� upload, post, email, transmit or otherwise make available any file that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
� disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to use the Site;
� interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
� assist any person in committing any of the foregoing activities;
� logging into or attempting to log into a server or account that you are not authorized to access;
� accessing data or taking action to obtain data, information or services not intended for you or your use;
� attempting to test the vulnerability of any system or network;
� tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures;
� transmitting material that contains viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files or other computer programming routines or engines or engage in conduct that could damage, disrupt or otherwise impair or interfere with a computers functionality or the operation of this Site, as well as updloading, using, running or enabling spiders or web crawlers;
� interfering with the services to any user, host or network including, without limitation by means of overburdening or flooding, any computer system;
� post, send or otherwise transmit to or through the site any unlawful, infringing, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that exploits children or is invasive of or in breach of another persons privacy or other rights or any material that PRIDCO, in its sole discretion does not wish posted or transmitted on the Site;
� violate any applicable laws or regulations; or
� assist or permit any persons in engaging in any of the above described activities.
Copyright, Trademark and Other Proprietary Rights.
Some or all of the material made available at the Site is protected by copyright. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without PRIDCO�s written consent, except that you may download one copy of the materials on any single computer and produce one printed copy for internal use only, provided that you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of copyright and other proprietary rights. Permission for all other uses of materials contained herein, including reproducing and distributing multiple copies, or linking to any page at this Site except the "home page", must be obtained from PRIDCO. Requests for such authorization should be sent via email to: racosta@pridco.com.
For purposes of this Agreement, the use of any such material on any other web site or networked computer environment is prohibited. All design rights, databases and compilation and other intellectual property rights, in each case whether registered or unregistered, and related goodwill is proprietary of PRIDCO.
In the event that you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by PRIDCO. PRIDCO does not transfer title to the Software to you. You may own the medium on which the Software is recorded, but PRIDCO retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, disassemble or otherwise reduce the Software to a human-perceivable form, except to the extent permitted by applicable law and upon giving PRIDCO prior written notice of such activities.
All trademarks, service marks, logos and trade names, whether registered or unregistered, are proprietary to PRIDCO or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.
Unless as otherwise provide in this Agreement, you may not distribute, reproduce, republish, display, modify, transmit, reuse, repost, or use any materials of the Site for public or commercial purposes on any other Web site or otherwise without the written consent of PRIDCO. The modification of any materials displayed on the Site is a violation of copyright and other proprietary rights held and/or owned by PRIDCO, its licensors and/or other third parties.
Images of people or places displayed on the Site are either the property of, or used with permission by PRIDCO. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by this Agreement or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright and trademark laws, privacy and publicity laws, and communications regulations and statutes. PRIDCO neither warrants nor represents that your use of materials displayed on the Site shall not infringe rights of third parties not owned by or affiliated with PRIDCO.
You may not (and you agree not to permit another person to): (i) redistribute, sell or otherwise copy the Site; (ii) modify, translate or create derivative works based on the Site; (iii) attempt to decompile, reverse engineer, disassemble or otherwise reduce the Site to a human-readable form, except to the extent applicable laws specifically prohibit such restriction; (iv) remove any identification, copyright or other proprietary notices; or (v) create software that incorporates the Site.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SITE, ITS CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Site is not intended for use in connection with any high risk or strict liability activity and the Site makes no warranty and shall have no liability in connection with the use of the Site in any such situations.
Content License.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media now known or in the future.
Changes to the Terms of Use Agreement.
PRIDCO reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes shall be effective immediately. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be adopted without notice to you. You shall be able to review and print out the most current version of this Agreement at the time of your first log in after its adoption. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING PRIDCO�S POSTING OF ANY CHANGES IS SUBJECT TO YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
Limitation of Liability.
TO THE EXTENT PERMITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PRIDCO BE HELD LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
Disclaimer.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. USER'S USE OF AND RELIANCE THEREON ARE AT USER'S OWN AND SOLE RISK. PRIDCO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
� THAT THE INFORMATION PROVIDED BY THE SITE IS ACCURATE OR TIMELY.
� THAT ANY FINANCIAL OR ECONOMICAL INFORMATION INCLUDING, BUT NOT LIMITED TO, PROJECTIONS, CHARTS, SURVEYS, ESTIMATES OR THE LIKE ARE ACCURATE OR TIMELY.
� THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
� THAT THE SITE OR THE SERVICES SHALL MEET YOUR REQUIREMENTS, SHALL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
� ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;
� ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF PRIDCO.
� NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRIDCO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
� ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND
� A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
Other Links.
The Site may provide links to other World Wide Web sites or resources. Because PRIDCO has no control over such sites and resources, you acknowledge and agree that PRIDCO is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that PRIDCO shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Indemnity.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD THE GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO, INCLUDING BUT NOT LIMITED TO, PRIDCO AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY COMMONWEALTH, STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Jurisdictional Issues.
This Site is controlled and operated by PRIDCO from its offices within the Commonwealth of Puerto Rico. PRIDCO makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Access to this Site from jurisdictions where the content of this Site is illegal or penalized is prohibited. Software from this Site is further subject to Puerto Rico and/or United States export controls. No information or software from this Site may be downloaded or otherwise re-exported (i) into or to a national or resident of any country to which the United States embargoes or sanctions goods, services or technology; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Choice of Law and Forum.
The Agreement and the relationship between you and PRIDCO shall be governed by the laws of the Commonwealth of Puerto Rico without regard to its conflict of law provisions. You and PRIDCO agree to submit to the personal and exclusive jurisdiction of the courts located within the Municipality of San Juan, Puerto Rico.
Termination.
PRIDCO has the right, but not the obligation, to take any of the following actions in its sole discretion at any time and for any reason without giving you any prior notice:
1. Restrict, suspend, or terminate your access to all or any part of the Site and/or the Services;
2. Change, suspend, or discontinue all or any part of the Site and/or the Services;
3. Refuse, move, or remove any material that you submit to the Site for any reason;
4. Refuse, move, or remove any content that is available on the Site;
5. Deactivate or delete your accounts and all related information and files in your account;
6. Establish general practices and limits concerning use of the Site.
You agree that upon termination of this Agreement, you must destroy all materials obtained from this Site and all copies thereof, whether made under the terms of this Agreement or otherwise.
You agree that upon termination you shall remain liable to PRIDCO for any and all obligations you may have incurred with PRIDCO.
You agree that PRIDCO shall not be liable to you or any third party for taking any of these actions.
Waiver.
PRIDCO�s failure to enforce the strict performance of any provision of this Agreement shall not constitute a waiver of PRIDCO's right to subsequently enforce such provision or any other provisions of this Agreement.
Severalty.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
Notice.
PRIDCO may provide you with notices, including those regarding changes to the Agreement, by email, regular mail or postings on the Site.
For general questions regarding the Site, its Services, unauthorized transactions, or compromised user information you may contact:
_________________
Miscellaneous.
This Agreement and the general terms, conditions set forth on the Site, including but not limited to those set forth in the Privacy Policy and any Policies and Guidelines included by reference, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior agreements, claims, representations and understandings of the parties in connection with the subject matter hereof. The execution by you of any other agreement with PRIDCO shall not supersede this Agreement which shall remain in full force and effect thereafter.
PRIDCO is not your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of PRIDCO and you.
You understand and agree that the Services may include communications such as service announcements and administrative messages from us and that these communications are considered part of the Services. You shall not be able to opt out of receiving these messages.
This Agreement is effective upon acceptance by you.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for any cessation, interruption, or delay in the performance of its obligations hereunder due to earthquake, flood, storm, hurricane, natural disaster, act of God, war, terrorism, labor strike, or boycott, provided that the party invoking this section shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided; that in the event of a force majeure event, as described herein, extends for a period of time in excess of ten (10) days, PRIDCO may temporarily halt the Services provided under this Agreement, and shall have no liability therefore.
Version 1.0
Date May 15, 2007
