Terms and Conditions

Innovadex provides information on its website, www.Innovadex.com, to the general public subject to the terms and conditions included in Section I of this Statement. By using the Innovadex Public Site, as defined below, you agree to be bound by the terms and conditions contained in Section I below.

Innovadex offers enhanced, special Website access to registered Members, who are required to agree to the additional terms & conditions contained in Section II below. The Section II terms and conditions apply only to Members.

SECTION I: TERMS & CONDITIONS FOR PUBLIC ACCESS TO www.Innovadex.com

1. Definitions.

"Website" means the web site located at the URL http://www.Innovadex.com and includes the entirety of both the Innovadex Public Site and the Innovadex Member only Site.

"Innovadex Public Site" means that portion of the Website that is generally available for use by any person who by accessing the Website agrees to be bound by Section I of the Website terms and conditions.

" Innovadex Member only Site" means that portion of the Website that is restricted to the use by Members.

"Members" means those persons and entities that have registered and assented to the terms of Section II of this Agreement.

"Product Suppliers" means any and all suppliers of industrial materials, product components, industrial equipment or services to finished goods manufacturers anywhere in the world.

"Innovadex Website Services" mean functions on the Innovadex Website that allow Members to search for and access technical product documents of Product Suppliers; order product samples on line directly from such suppliers; and request direct technical assistance from those suppliers.

2. Intellectual Property. The materials contained on the Innovadex Website are proprietary to Innovadex, its affiliates and/or third parties. These materials are protected under federal and state intellectual property laws and international treaties. Innovadex grants you a limited, revocable, non exclusive and non transferable license to use and display the materials only on your computing device and only for those limited purposes associated with your interaction with the Innovadex Website. Except as stated herein, you have no right to copy, download, display, perform, decompile, reproduce, distribute, modify, edit, alter or enhance any of the materials in any manner. You agree not to "link," "frame" or "mirror" the Innovadex Website, or any material contained on or accessible from the Innovadex Website, on or from any other server or device without the advanced written authorization of Innovadex. This limited license terminates automatically, without notice to you, if you breach any of these terms and conditions. This limited license may also be terminated at any time in Innovadex’s sole discretion upon notice to you. Upon termination, you must immediately destroy any downloaded and printed materials.

3. Trademarks and Other Intellectual Property Rights. Innovadex, the Innovadex logo, Cybrary, Innovadex Cybrary, Innovadex.com and all related product and service names, design marks and slogans are the proprietary trade names, trademarks, service marks and/or registered domain names of Innovadex or its affiliates. Other trade names, trademarks, service marks and domain names contained on the Innovadex Website are the intellectual property of their respective owners. Any product, process, or technology described in the materials on the Innovadex Website may be the subject of other intellectual property rights reserved by Innovadex or other parties and are not licensed hereunder. Unless otherwise expressly provided to you in writing by Innovadex, you are not granted any right or license to use any trade name, trademark, patent or other intellectual property right of Innovadex, its affiliates or any other party.

4. Local Laws, Export Controls. Innovadex controls and operates the Innovadex Website from its offices in the United States of America and makes no representation that the materials contained on the Innovadex Website are appropriate or will be available for use. You are entirely responsible for compliance with applicable local laws, including but not limited to applicable export and import regulations.

5. On Line Conduct. You agree to use the Innovadex Website only for lawful purposes and not to engage in any conduct that restricts or inhibits any other user from using or enjoying the Website. You shall not post on or transmit through the Innovadex Website: any defamatory or abusive statements; statements that threaten the persons of others; advertising or other forms of solicitation; or statements that are bigoted, hateful, racially offensive, or that endorse or advocate illegal activity. You agree not to engage in any conduct in connection with your use of the Innovadex Website that is anti competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with the Innovadex Website or its functionality. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.

6. Consent to Monitoring and Disclosure. Innovadex is under no obligation and does not assume any obligation to monitor the information residing on or transmitted to or from the Innovadex Website. Innovadex undertakes no obligation to determine whether your conduct during your use of the Innovadex Website complies with applicable laws or regulations. However, you agree that Innovadex may in its sole discretion monitor the Innovadex Website in connection with its operation in order to protect users of the Innovadex Website and comply with applicable laws, regulations or requests from governmental authorities. Unless otherwise provided in writing by Innovadex or covered as confidential in the Privacy Policy, all information provided by you to Innovadex in connection with the Website shall be deemed not to be confidential, and Innovadex will not protect any such information from disclosure. Innovadex shall be free to use, disclose and distribute such non confidential information to third parties without any limitation.

7. No Endorsement. Innovadex does not endorse any products or services of other parties appearing on, or accessible through, the Innovadex Website. References on the Innovadex Website to any such products or services or the inclusion on the Innovadex Website of links to, or frames of, the web sites or computer systems of any third parties does not constitute or imply an endorsement by Innovadex of such products, services, web sites or systems. Innovadex makes no representation or warranty with respect to, and is not responsible for the quality of, the products, services, web sites or computer systems provided by third parties that may be referred to on, or accessible through, the Innovadex Website.

8. Website Changes/Updates. Innovadex reserves the right, in Innovadex’s sole discretion, to change the Innovadex Website and its content for any lawful purpose, including changes to enhance or correct any inaccuracies contained on it. Innovadex also reserves the right to modify these terms and conditions and the Privacy Policy, without prior notice. If Innovadex makes any material changes to these terms and conditions or the Privacy Policy, Innovadex may announce those changes on the Innovadex Website. Your continued use of the Innovadex Website after such an announcement will constitute your acceptance of the amended terms and conditions.

9. Disclaimer of Liability. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE INNOVADEX WEBSITE AND THE INTERNET GENERALLY. THE INFORMATION PROVIDED ON THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NEITHER INNOVADEX NOR ITS AFFILIATES WARRANT THAT THE INFORMATION ON THE WEBSITE OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY SYSTEMS, SOFTWARE INFORMATION, OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH THE WEBSITE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INNOVADEX OR THROUGH THE INNOVADEX WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. INNOVADEX AND ITS AFFILIATES DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE INNOVADEX WEBSITE OR OTHER MATERIAL ACCESSIBLE THROUGH IT. INNOVADEX SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE INNOVADEX WEBSITE, INCLUDING WITHOUT LIMITATION PRODUCT INFORMATION PROVIDED IN TECHNICAL DATA SHEETS OR MATERIAL SAFETY DATA SHEETS. IN NO EVENT SHALL INNOVADEX OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON OR ACCESSED THROUGH THE INNOVADEX WEBSITE OR THE INTERNET GENERALLY.

Innovadex DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE WEBSITE OR OTHER MATERIAL ACCESSIBLE THROUGH THE WEBSITE. Innovadex SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE WEBSITE, INCLUDING WITHOUT LIMITATION PRODUCT INFORMATION PROVIDED IN TECHNICAL DATA SHEETS OR MATERIAL SAFETY DATA SHEETS. IN NO EVENT SHALL Innovadex OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON OR ACCESSED THROUGH THE WEBSITE OR THE INTERNET GENERALLY.

10. Jurisdiction Issues and Applicable Law. The Innovadex Website is a service provided, controlled and operated by Innovadex from offices, facilities and computer systems located in the State of Kansas, United States of America. Innovadex makes no representation that the Innovadex Website is available or appropriate for users in all jurisdictions. You acknowledge that users access the Innovadex Website on their own initiative and are responsible for compliance with applicable local laws, regulations and treaty provisions. These terms and conditions and your agreement to be bound by them shall, to the maximum lawful extent, be governed by and construed in accordance with the laws of Kansas without reference to principles of conflicts of laws. YOU AGREE THAT THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF KANSAS, U.S.A., SHALL BE THE EXCLUSIVE FORUM FOR THE RESOLUTION OF ALL DISPUTES BETWEEN YOU AND INNOVADEX RELATING TO YOUR USE OF THE INNOVADEX WEBSITE. YOU HEREBY CONSENT TO THE PROFESSIONAL JURISDICTION OF THESE COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE THE RIGHT TO A TRIAL BY JURY. If the forgoing exclusive forum provision is unenforceable or inapplicable to a dispute between you and Innovadex, you and Innovadex agree that such dispute shall be resolved and finally settled by mutually binding arbitration conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said rules. The arbitration shall be conducted in the English language. To the extent permitted by said rules, the location of the arbitration shall be in Johnson County, Kansas. The arbitrator shall apply Kansas law without reference to conflict of laws principles.

SECTION II: TERMS & CONDITIONS FOR ACCESS TO MEMBER ONLY MEMBERSHIP

This section states the additional terms and conditions under which Innovadex provides access to the Innovadex Member only Site. These terms and conditions constitute an Agreement between Member and Innovadex.

1. Relationship to Section I terms and conditions. The terms and conditions contained in this Section II are in addition to the terms and conditions contained in Section I of this Statement, and together such terms and conditions govern Member’s use of the Innovadex Website and the Innovadex Website Services. Any reference to "you" or "your" in Section I of this Statement shall be deemed a reference to Member. In the event of a conflict between these Section II terms and the terms contained in Section I, the terms of this Section II shall override and govern. To the extent reasonably possible, the terms of Sections I and II of this Statement shall be construed in such a manner so as to give practical and legal effect to both Sections.

2. Additional Definitions.

"Member Registration Pages" means the web pages on which the Member provides professionally identifiable information to Innovadex in order to gain access to the Innovadex Member only Site or to use certain Innovadex Website Services.

"Member’s Professional Information" means information that identifies Member’s professional role, such as Member’s name, company or industry affiliations, employment position and title, physical location, phone numbers, mailing addresses, and email addresses that is disclosed to Innovadex through the submission of Member Registration Pages or through other means of communication between Member and Innovadex or its affiliates.

3. Member’s Professional Information. Member represents and warrants to Innovadex that all of Member’s Professional Information disclosed on the Member Registration Pages is true, complete and accurate as of the date provided to Innovadex. Without limiting the generality of the foregoing representation and warranty, Member represents and warrants that he/she has provided true, complete and accurate information regarding Member’s profession and has disclosed all of Member’s employment affiliations and relationships including (a) Member’s relationship as an employee, agent and/or contractor for each employer, and (b) Member’s affiliation with other employers through an ownership interest in or joint venture relationship or similar relationship with those employers. Member agrees to promptly update Member’s Professional Information during the term of this Agreement in the event Member’s affiliations or relationships with employers change or as otherwise necessary to keep Member’s Professional Information accurate and complete.

4. Sharing of Member’s Professional Information. Innovadex reserves the right, without notice to Member, to share all of Member’s Professional Information with any Product Supplier whose information, documents or materials are accessed by Member on or through the Innovadex Website. Member hereby consents to the disclosure of Member’s Professional Information to such Product Suppliers and acknowledges that, once this information is disclosed to those suppliers, Innovadex will have no control over, nor will Innovadex be responsible for, the use or further disclosure of Member’s Professional Information by those Product Suppliers.

5. Restricted Access to Certain Information. Depending on Member’s position, profession and relationships or affiliations with Product Suppliers or other employers, Innovadex may in its sole discretion restrict Member’s access to certain technical product documents and/or other information of Product Suppliers who list their product offerings on the Innovadex Website. These restrictions will be imposed in response to the unilateral request of Product Suppliers, who for competitive or other reasons wish to protect such information from access or disclosure to certain Product Suppliers or employers or other parties who have been granted access to the Innovadex Website. These restrictions may be imposed by Innovadex and implemented on the Innovadex website or by Product Suppliers within their own web sites or computer systems. Member agrees to abide by any restrictions imposed on Member’s access to such documents and information and shall not attempt in any manner to circumvent those restrictions.

6. Logon Procedure. In order to Access the Innovadex Member Only Site and to use certain Innovadex Services, Member will be required to enter a user name and password on the logon page of the Innovadex Member only Site. Member shall access the Innovadex Member only Site only though the logon page provided by Innovadex and shall not permit any other person or entity to log onto the Innovadex Member only Site using Member’s user name or password. Member shall ensure that he/she logs off from his/her account at the end of each session on the Innovadex Member only Site. Member agrees not to disclose Member’s user name or password to any other person or entity and shall hold Member’s user name and password in confidence during the term of this Agreement. In the event Member determines that another party has gained access to Member’s password or user name, or that another party has accessed the Innovadex Member only Site using Member’s user name or password, Member shall immediately notify Innovadex of such access. In such event, Innovadex shall delete Member’s old user name and password and, in its sole discretion, issue a new user name and password to Member.

7. Accuracy of Information Not Warranted. Innovadex uses reasonable efforts to accurately publish and categorize Supplier Product information and other information and materials on the Innovadex Website. However, Innovadex does not guarantee the accuracy or completeness of such information or materials, nor does Innovadex warrant that the categorization of such information or materials is correct. Member acknowledges and agrees that he/she is responsible for determining the accuracy and completeness of all information and materials published on the Innovadex Website, including without limitation whether the categorization of such information and materials is correct. In the event Member becomes aware of any material inaccuracy of any information or materials published or categorized on the Innovadex Website, Member shall promptly notify Innovadex of such inaccuracy, and Innovadex will take reasonable steps to correct any information or materials it determines to be inaccurate or incomplete. Innovadex shall not be responsible for any information or materials provided by Product Suppliers or other parties that is accessed through the Innovadex Website and shall have no obligation to correct any such information or materials.

8. Limited Use of Information. Innovadex grants Member a nontransferable, nonexclusive, revocable right to access the Innovadex Website Site solely for the purpose of using the Innovadex Member Only service. Member agrees not to (and not allow any third party to) copy, modify, decompile, create a derivative work of, sell, assign, sublicense, or grant a security interest in, or otherwise transfer any right in or to, the Innovadex Member Only Site. User may download only a single copy of the screens when he/she is using the Innovadex Member Only Site for his/her own professional use and use by those affiliates of Member that are disclosed as part of Member’s Professional Information. Member is not permitted to further distribute or transfer any portion of the Innovadex Member Only Site to other parties. Innovadex reserves the right in its sole discretion to revoke, suspend or limit Member’s right to access the Innovadex Member Only Site at any time. Member’s right to access the Innovadex Member Only Site shall end upon the expiration or termination of this Agreement.

9. Indemnification by Member. Member agrees to indemnify and defend Innovadex and its affiliates and their officers, directors, and employees and agents from and against all third party claims and lawsuits arising out of or relating to Member’s use of the Innovadex Member Only Site or the Innovadex Website Services. If any such claim or lawsuit is asserted against Innovadex, Innovadex will tender the claim or lawsuit to Member for defense. Member and Innovadex shall cooperate in good faith in defending any such claim or lawsuit, consistent with each party’s legal rights, including their respective right to assert the attorney/client privilege.

10. Termination of Agreement; Survival of Obligations. This Agreement may be terminated by either party hereto at any time upon notification of termination transmitted by Innovadex to Member’s email address or by Member by using the Contact Innovadex page. All provisions of this Agreement relating to intellectual property rights, Innovadex’s privacy policy, representations and warranties, limitations of liability, and indemnification shall survive the termination of this Agreement.

11. Entire Agreement; Severability. This Agreement, describes the entire agreement between Member and Innovadex and supersedes all other verbal or written agreements between the parties hereto regarding the subject matter hereof. If any provision of this Agreement is found to be invalid, vague or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any vague or ambiguous language shall not be presumptively construed against either party to this Agreement and shall be construed consistent with the primary purpose of this Agreement as expressed by its remaining terms.

12. Modification of this Agreement. Innovadex may, in its sole discretion, modify the terms of this Agreement at any time, by posting such modifications to the Website. Innovadex shall announce any such modifications on the Innovadex Public Site and Member’s use of the Innovadex Member Only Site after such announcement shall be deemed Member’s acceptance of such modifications.

13. Knowing Consent and Authority to Consent. The parties to this Agreement knowingly and expressly consent to the foregoing terms and conditions. Each person assenting to this Agreement represents that he/she is authorized to enter into this Agreement.

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(C) 2011 Innovadex LLC All rights reserved. Innovadex and Member Only are registered trademarks of Innovadex LLC in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.