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(effective June 20, 2007) |
PLEASE READ THIS
AGREEMENT CAREFULLY BEFORE USING THIS SITE.
This is a binding agreement ("Agreement")
between the Blagrave & Duffey, Inc.
("BDI") and you ("You" or Your"). This
Agreement governs Your use of this website (www.blagrave.com)
(the "Site"), including, without limitation, all
content such as text, information, images,
contracts, software and other downloadable
material (collectively, the "Materials") and all
services (the "Services") made available to You
through this Site by SMC and/or third parties.
BY DOWNLOADING ANY
MATERIALS, USING SERVICES OR USING THIS SITE,
YOU AGREE TO THE TERMS OF THIS AGREEMENT.
1. OWNERSHIP OF
MATERIALS
All Materials and Services on this Site are
provided by BDI unless indicated otherwise. All
intellectual property rights in the Materials
and Services (including copyrights, trademarks,
service marks, trade secrets and patents) are
the property of BDI. BDI retains all
copyrights in the individual pages, and their
components, and collective works available at
the Site.
The Materials and Services are copyrighted and
are protected by federal and worldwide copyright
laws and treaty provisions. They may not be
copied, reproduced, modified, published,
uploaded, posted, transmitted, performed, or
distributed in any way, without BDI's prior
written permission. All other names and
trademarks are the property of their respective
holders.
2. SINGLE COPY LICENSE
Any unauthorized use of any Materials or
Services at this Site may violate copyright,
trademark, and other laws. You may download one
copy of the Materials found on the Site for use
with the Services. This is a license, not a
transfer of title, and is subject to the
following restrictions: You may not: (a) modify
the Materials or Services or use them for any
commercial purpose, or any public display,
performance, sale or rental; (b) decompile,
reverse engineer, or disassemble software
Materials or Services except and only to the
extent permitted by applicable law; (c) remove
any copyright or other proprietary notices from
the Materials or Services; (d) transfer the
Materials to another person. You agree to
prevent any unauthorized copying of the
Materials or Services.
3. TERMINATION OF THIS
LICENSE
BDI may terminate this license at any time if
You are in breach of the terms of this
Agreement. Upon termination, You will
immediately destroy the Materials and cease the
use of the Services.
4. SECURITY
Certain pages on this Site are intended by BDI
to require an e-mail address and password to
access and use the Materials and Services on the
Site. Certain other Materials or Services on the
Site may require additional codes. You are
solely responsible for (1) maintaining the
strict confidentiality of the e-mail address,
passwords and codes (collectively, "IDs")
assigned to you, (2) any charges, damages, or
losses that may be incurred or suffered as a
result of Your failure to maintain the strict
confidentiality of the IDs and (3) promptly
informing BDI in writing of any need to
deactivate an ID due to security concerns. BDI
is not liable for any harm related to the theft
of Your IDs, Your disclosure of Your IDs, or
Your authorization to allow another person or
entity to access and use the Site using Your
IDs. You agree to immediately notify BDI of any
unauthorized use of Your IDs.
5. GENERAL DISCLAIMERS
THESE MATERIALS AND SERVICES ARE PROVIDED "AS
IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF
ANY KIND INCLUDING WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY
PARTICULAR PURPOSE, OR WARRANTIES ARISING BY
COURSE OF DEALING OR CUSTOM OR TRADE. IN NO
EVENT SHALL BDI, ITS PARENTS, SUBSIDIARIES,
AFFILIATES AND THEIR RESPECTIVE MEMBERS,
DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND
AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR
ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED
TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS
OF INFORMATION AND LOSS OF BUSINESS
OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1)
THE USE OF OR INABILITY TO USE THE MATERIALS OR
SERVICES, OR (2) RELIANCE ON THE CONTENT,
MATERIALS OR SERVICES; OR (3) ERRORS,
INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS,
SECURITY BREACHES, OR (4) ANY OTHER FAILURE TO
PERFORM BY BDI OR BDI'S CONTENT PROVIDERS. THE
FOREGOING SHALL APPLY REGARDLESS OF WHETHER BDI
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. BDI ALSO MAKES NO REPRESENTATIONS OR
WARRANTIES THAT YOUR ACCESS TO AND USE OF THE
SITE, MATERIALS OR SERVICES (1) WILL BE
UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF
VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL
COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR
SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL
PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE
TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS
OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE
OF THE SITE.
Because some jurisdictions may not permit each
of these disclaimers and limitations, the above
limitations may not apply to You. BDI and its
parents, subsidiaries, affiliates and their
respective members, directors, officers,
employees, stockholders and agents further do
not warrant the accuracy or completeness of the
information, text, graphics, links or other
items contained within these Materials or
Services. BDI may make changes to these
Materials or Services, or to the products
described therein, at any time without notice.
BDI makes no commitment to update the Materials
or Services. Any description of Materials or
Services is not a representation that any such
Materials or Services are available for sale,
use or distribution in Your location.
6. STOCK PRICE
DISCLAIMER
The stock price performance shown on the stock
quotations on any BDI site is not necessarily
indicative of future price performance. BDI
and/or its parents, subsidiaries, affiliates and
their respective members, directors, officers
employees, stockholders and agents do not
warrant or guarantee the accuracy or
completeness of the stock information provided
herein and under no circumstances will BDI
and/or its parents, subsidiaries, affiliates and
their respective members, directors, officers
employees, stockholders and agents be liable for
any loss including, but not limited to, direct,
incidental, special or consequential damages
caused by reliance on that information or for
the risks of the stock market.
7. SAFE HARBOR
STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
From time to time, BDI or its representatives
may have made or may make forward-looking
statements, orally or in writing. Such
forward-looking statements may be included in,
but, not limited to, press releases, oral
statements made by or with the approval of an
authorized executive officer, or in this Site or
other filings made by BDI with the Securities
and Exchange Commission. The words or phrases
''trend,'' ''expect,'' ''grow,'' ''will,''
''could,'' ''likely result,'' ''planned,''
''continued,'' ''anticipated,'' ''estimated,''
''projected,'' ''scheduled,'' ''could have,''
''intended,'' ''believes,'' ''continuing,''
''considers,'' ''may be,'' ''assessed,''
''contingency,'' or similar expressions are
intended to identify ''forward-looking
statements'' within the meaning of the Private
Securities Litigation Reform Act of 1995. BDI
wishes to ensure that such statements are
accompanied by meaningful cautionary statements,
so as to maximize to the fullest extent possible
the protections of the safe harbor established
in said Act. Accordingly, such statements are
qualified in their entirety by reference to and
are accompanied by the following discussion of
certain important factors that could cause
actual results to differ materially from such
forward-looking statements.
Factors that could cause actual results to
materially differ include, without limitation,
the cyclical nature of BDI's business, adverse
economic and market conditions, fluctuating
costs of raw materials, including steel and
delays in the delivery of such raw materials and
components. Except as otherwise required by law,
BDI expressly disclaims any obligation or
undertaking to release publicly any updates or
revisions to any such statements to reflect any
change in BDI's expectations or any change in
events, conditions or circumstances on which any
such statement is based. Accordingly,
forward-looking statements should not be relied
upon as a prediction of actual results.
8. INDEMNITY
You agree to defend, indemnify and hold BDI,
its parents, subsidiaries, affiliates and their
respective members, directors, officers,
employees, stockholders and agents harmless
against any losses, expenses, costs or damages
(including BDI's reasonable attorneys' fees,
expert fees' and other reasonable costs of
litigation) arising from, incurred as a result
of, or in any manner related to (1) Your breach
of this Agreement, (2) Your unauthorized or
unlawful use of the Site, the Materials or the
Services and (3) the unauthorized or unlawful
use of the Site by any other person using Your
IDs.
9. USER SUBMISSIONS
Unless otherwise agreed in writing prior to Your
submission, any material, information or other
communication You transmit or post to this Site
will be considered non-confidential and
non-proprietary ("Communications").
BDI will
have no obligations with respect to the
Communications. BDI and its designees will be
free to copy, disclose, distribute, perform,
incorporate and otherwise use the Communications
and all data, images, sounds, text, and other
things embodied therein for any and all
commercial or non-commercial purposes to the
extent permitted by applicable law. You are
prohibited from posting or transmitting to or
from this Site any unlawful, threatening,
libelous, defamatory, obscene, pornographic, or
other material that would violate any law.
Any attempt to obtain unauthorized access or to
exceed authorized access to the Site shall be
considered a trespass and computer fraud and
abuse, punishable under state and federal laws.
BDI hereby notifies You that any or all
communications with this Site can and will be
monitored, captured, recorded, and transmitted
to the authorities as deemed necessary by BDI
in its sole discretion and without further
notice.
10. COOPERATION WITH
GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable
law, BDI will cooperate with local, state,
federal, international and/or worldwide
government authorities to protect this Site,
visitors, customers, BDI, its parents,
subsidiaries, affiliates and their respective
members, directors, officers, employees,
stockholders and agents and operational
providers, to prevent unauthorized use of this
Site.
11. LINKS TO OTHER
MATERIALS
The linked sites are not necessarily under the
control of BDI and BDI is not responsible for
the content of any linked site or any link
contained in a non-affiliated linked site. BDI
reserves the right to terminate any link or
linking program at any time. BDI has selected
the links for Your convenience. The selection or
omission of links is not intended to endorse any
particular companies or products. If You decide
to access any of the third party sites linked to
this Site, You do this entirely at Your own
risk. Any links to any portion of the Site shall
be the responsibility of the linking party, and
BDI shall not be responsible for notification
of any change in name or location of any
information of the Site. BDI reserves the right
to request any website administrator to disable
or remove any link that violates any rights of
BDI or causes interruption or deterioration of
Materials or Services provided by BDI. Failure
to abide by this request shall be dealt with as
any other unauthorized use or access to BDI
resources.
12. APPLICABLE LAWS
This Site is controlled by BDI from its offices
within the State of Texas. BDI makes no
representation that Materials or Services in
this Site are appropriate or available for use
in other locations, and access to them from
territories where their content is illegal is
prohibited. Those who choose to access this Site
from other locations do so on their own
initiative and are responsible for compliance
with applicable local laws. You may not use or
export the Materials or Services in violation of
United States export laws or regulations. Any
claim relating to the Materials or Services
shall be governed by the internal substantive
laws of the State of Texas.
13. DISPUTE RESOLUTION
Any dispute between BDI and You arising out of
this Agreement shall be resolved first by direct
communication with one or more of BDI's
management team members. Should BDI and You be
unable to resolve the dispute by communication,
either BDI or You may submit any dispute
arising out of or relating to this Agreement, or
the breach thereof, to final and binding
arbitration administered by the American
Arbitration Association nearest the place of
BDIs headquarters and pursuant to Texas law.
The arbitrator shall fully implement the intent
and purposes of this Agreement and indemnify
non-breaching parties for and hold them harmless
from all losses, costs, and expenses (including
costs of arbitration and reasonable attorneys'
fees) resulting from any breach or from
defending against any allegations of a breach
determined to be unfounded.
14. ENTIRE AGREEMENT
This Agreement, including the Privacy Policy,
which is incorporated herein by this reference,
contains the entire agreement between You and
BDI relating to the subject matter hereof, and
supersedes any other oral or written
communications relating thereto. This Agreement
may not be amended or supplemented by (1) any
document or form originated by You relating to
the subject matter hereof, or (2) statements of
any of BDI's employees. BDI reserves the right
to make changes to this Agreement at any time
without advance notice. BDI agrees to post all
amended forms of this Agreement on the Site and
such amended forms shall be effective
immediately upon its posting. It is at all times
Your responsibility to read the most current
form of this Agreement before using the Site to
ensure that You agree to the terms and
conditions of any amendments made to this
Agreement. You agree that these standards for
notice of amendments to this Agreement are
reasonable.
15. TERMINATION
Your right to access and use the Site, Materials
and/or Services immediately terminates without
further notice upon Your breach of this
Agreement. BDI may terminate this Agreement
and/or Your right to use the Site at any time,
with or without cause. Sections 1, 5, 6, 7, 8,
9, 10, 12, 13, 15, 21 and 22 of this Agreement
survive the expiration or termination of this
Agreement for any reason whatsoever. BDI
reserves the right to discontinue or make
changes to the Site, Material and/or Services at
any time.
16. ASSIGNMENT
BDI may assign this Agreement, in whole or in
part, in its sole discretion. You may not assign
Your rights under this Agreement without BDI's
prior written permission. Any attempt by You to
assign Your rights under this Agreement without
BDI's permission shall be void.
17. WAIVER OF BREACH
Any failure to enforce any term or provision of
this Agreement shall not be deemed a waiver of
that or any other breach of that or any other
term or provision of this Agreement. In
addition, any failure to enforce any term or
provision of this Agreement shall not constitute
a waiver of a future breach of that or any other
term or provision of this Agreement.
18. FORCE MAJEURE
BDI shall not be liable for any failure or
unavailability of the Site, the Materials and/or
the Services or failure by BDI to perform a
transaction as a result of strikes, lockouts,
calamities, acts of God, unavailability of
suppliers, the loss or destruction of data, the
determination or corruption of storage media,
power failures, natural phenomena, riots, acts
of vandalism, acts or omissions of civil or
military authority, war, terrorism or any other
event beyond BDI's control.
19. NOTICE
BDI may deliver notice to You under this
Agreement by means of electronic mail, a general
notice on www.blagrave.com or by written
communication delivered by first class U. S.
mail to Your address on record in BDI's account
information.
You may give notice to BDI at any time via
electronic mail to
epujol@blagrave.com or by
letter delivered by first class postage prepaid
U.S. mail or overnight courier to the following
address:
Blagrave & Duffey, Inc.
4718 Ranger St
Houston, TX 77028
(713) 6712458
Attn: Ed Pujol
Electronic Mail:
epujol@blagrave.com
If You object to any material found on this
Site, please bring Your concerns to the attention of Ed
Pujol
epujol@blagrave.com.
The website administrator reserves the right to
remove any material alleged to be infringing any
third-party rights pending further
investigation.
20. HEADINGS
The headings of articles and sections contained
in this Agreement are for reference purposes
only and shall not affect in any way the meaning
or interpretation of this Agreement.
21. INVALIDITY
If any provision of this Agreement shall be
held, be deemed or shall in fact be, invalid,
inoperative or unenforceable as applied to any
particular case or circumstance because of the
conflicts of any provision with any law,
regulation, ordinance or for any other reason,
the provision or provisions in question shall
not be invalid, inoperative or unenforceable in
any other case or circumstance, nor shall any
other provision or provisions herein contained
thereby be or become invalid, inoperative or
unenforceable and such provision shall be
reformed so that it would be valid, operative
and enforceable to the maximum extent permitted
in such circumstances.
22. GENERAL
BDI and/or its parents, subsidiaries or
affiliates may revise this Agreement at any time
by updating this posting. You agree to be bound
by this Agreement and any modifications to this
Agreement occurring prior to Your continued use
of the Materials or Services or access to the
Site. You should visit this Agreement from time
to time to review the then current terms of this
Agreement because they shall be equally binding
on You. Certain provisions of this Agreement may
be superseded by expressly designated legal
notices or terms located on particular pages at
this Site. |
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