Background. These
Access Terms of Service govern your use of
the Brownyard.com web site, currently available
at http://www.Brownyard.com (the "The Brownyard Site"),
which is owned and operated by W. H. Brownyard
Corp. and affiliated companies. By using The
Brownyard Site, you agree to be bound by these
Access Terms of Service.If you do not agree
to these Access Terms of Service, you must
immediately cease use of The Brownyard Site.
Modifications to the Terms of Service. Brownyard
may change these Access Terms of Service from
time to time without notice to you. Accordingly,
you should review these Access Terms of Service
periodically. By continuing to use The Brownyard
Site you agree to be bound by the modifications
to these Access Terms of Service. Brownyard reserves
the right to modify or discontinue, temporarily
or permanently, The Brownyard Site or any feature
of The Brownyard Site, with or without notice
to you. You agree that Brownyard is not liable
to you or any third-party for any such modification
or discontinuance or your access to The Brownyard
Site.
Access License. Subject
to these Terms of Service, Brownyard grants
you a limited, nonexclusive, nontransferable
license to access The Brownyard Site via the
Internet, and to display and view the content
of The Brownyard Site, including any articles,
information, logos, photographs, drawings,
and other materials contained therein (the "Content"), on a single
computer for informational purposes only. To
the extent The Brownyard Site contains any executable
or object code, you agree not to decompile, reverse
engineer or disassemble such code. Except as
expressly granted hereunder, Brownyard reserves
all rights in and to The Brownyard Site, and
nothing contained in these Terms of Service shall
be construed as conferring, by implication, estoppel,
or otherwise any license or right under any patent,
copyright, trademark, trade dress, or other intellectual
property right that Brownyard or any third party
may have in The Brownyard Site or its Content.
Without limiting the generality of the foregoing,
except as expressly granted hereunder, no right
or license is granted to reproduce, distribute,
publish, retransmit, create any derivative works
of, or otherwise commercially exploit all or
any portion of The Brownyard Site or the Content,
whether electronically, mechanically, or otherwise,
including but not limited to, the copying of
presentation style, content, or content organization,
without Brownyard’s prior written permission.
Links. You
may not create links to The Brownyard Site
without the prior written consent of Brownyard.
The Brownyard Site may contain links to other
web sites or resources (the "Linked Sites").
You acknowledge and agree that Brownyard has
no control over and is not responsible for
the availability of the Linked Sites. You further
acknowledge and agree that Brownyard does not
endorse and is not responsible or liable for
any content, advertising, products, or other
materials on or available from the Linked Sites.
You agree that Brownyard 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 the use of or reliance
on any such content, goods or services available
on the Linked Sites.
Copyrights and Notices. You
acknowledge and agree that all right, title and
interest in and to The Brownyard Site and any
and all Content belong to Brownyard or its third
party content providers, and You agree not to
assert any claim to the contrary. Except for
the licenses expressly granted hereunder, all
rights in and to the Content are specifically
reserved to Brownyard and its content providers.
All logos, splash screens, page headers, custom
graphics and button icons displayed on The Brownyard
Site (collectively, "Marks") are service
marks, trademarks, and/or trade dress of Brownyard
or its third party licensors, and nothing contained
in this Agreement shall be construed to grant,
by implication, estoppel or otherwise, any right
or license to use the Marks. The use of any Brownyard
software or the software of third parties downloaded
from The Brownyard Site shall be subject to the
terms and conditions of the license provided
with the software. You may not remove, alter
or obscure any copyright or trademark notices
or any other proprietary legends contained in
The Brownyard Site.
If you believe that any Content contained in
The Brownyard Site infringes upon any copyrights
that you own, you may notify Brownyard’s
designated agent pursuant to the Digital Millennium
Copyright Act at the following address:
W. H. Brownyard Corp.
21 Maple Avenue
Bay Shore, New York 11706
User Content; Disclaimer of Sponsorship. You
acknowledge and agree that The Brownyard Site
may contain content that is provided by third
parties, including, without limitation, other
users of The Brownyard Site. Brownyard is a distributor
and not a publisher with respect to content provided
by third parties, and does not undertake to,
and is not responsible for, reviewing or editing
any third party content. Any opinions, advice,
statements, services, offers or other information
contained in third party content are those of
their respective authors and not of Brownyard
or any of its affiliates. All brand, product,
service, and process names appearing on this
The Brownyard Site are trademarks and service
marks of their respective owners. Brownyard’s
reference to or use of a product, service, or
process does not imply Brownyard’s recommendation,
approval, affiliation, or sponsorship of the
respective product, service, or process. Your
correspondence with or participation in promotions,
sales or other transactions with advertisers
or other users, of this web site, including,
without limitation, the purchase, sale and delivery
of any related goods or services, attendance
at any seminars or similar events and any other
terms, conditions, warranties or representations
associated with such advertisements or postings
found on the web site, are solely between you
and such advertiser or other user.
Disclaimer of Warranties. The
Brownyard site is provided to you "as is." You
agree that you must independently evaluate and
bear all risks associated with your use of the
Brownyard site or its content, including without
limitation any reliance by you on the accuracy,
completeness or usefulness of the Brownyard site.
Brownyard expressly disclaims any and all warranties
with respect to the Brownyard site, whether express
or implied, including, but not limited to, the
implied warranties of merchantability, fitness
for a particular purpose, or non-infringement
and any implied warranties arising out of course
of performance, dealing, or trade usage. Brownyard
makes no warranty that any part of the Brownyard
site (including without limitation the content)
will meet your requirements, that any part of
the Brownyard site will be uninterrupted, error
free, timely, secure, free from viruses or other
computer instructions which disrupt, damage,
destroy, or interfere with the use of electronic
devices or computers; nor does Brownyard make
any warranty as to the results that may be obtained
from any use of the Brownyard site or as to the
accuracy, timeliness, completeness or reliability
of any part of the Brownyard site or that errors
in any part of the Brownyard site will be corrected.
You understand and agree that any material and/or
data downloaded or otherwise obtained through
the use of or from the Brownyard site is done
at your own discretion and risk and that you
will be solely responsible for any damage to
your computer system or loss of data that results
from the download of such material and/or data.
Brownyard makes no warranty regarding any goods
notices, events, listings or services purchased
or obtained arising out of, through or from the
Brownyard site, including without limitation
the quality of such goods or services, the timing
of events, the accuracy of listings, or any transactions
entered into through the Brownyard site.
This web site is subject to change without notice
to you, and Brownyard or any Brownyard supplier
may improve or change the web site at any time.
Limitations on Liability. You
agree that Brownyard and its affiliates and their
respective officers, directors, employees, contractors
and agents shall not be liable for any damages,
including without limitation direct, indirect,
incidental, special, consequential, and exemplary
damages. Without limiting the generality of the
foregoing, Brownyard and its affiliates and their
respective officers, directors, employees, contractors
and agents shall not be liable for any damages
for loss of profits, goodwill, use, or data,
whether based on contract, tort, negligence,
strict liability or otherwise, regardless of
cause, even if Brownyard has been advised of
the possibility of such damages, arising out
of or relating to (i) the use of, inability to
use or delay in any part of The Brownyard Site
or Content, including without limitation any
errors and omissions and any untimeliness in
The Brownyard Site; (ii) the cost of procurement
of substitute goods and services; (iii) any goods
or services purchased or obtained through or
from The Brownyard Site; (iv) messages or content
received or transactions entered into through
or from The Brownyard Site, including without
limitation computer viruses; (v) unauthorized
access to or alteration of your transmissions
or data; or (vi) interruption, suspension or
termination of The Brownyard Site, regardless
of whether such interruption, suspension or termination
was justified, negligent or intentional, inadvertent
or advertent. If you are dissatisfied with any
portion of The Brownyard Site, your sole and
exclusive remedy is to discontinue using The
Brownyard Site. Some jurisdictions do not allow
the limitation or exclusion of liability for
incidental or consequential damages, so some
of the above limitations may not apply to you.
Indemnification. You
agree to indemnify, defend and hold Brownyard,
its affiliates and their respective officers,
directors, employees, contractors and agents
harmless from any claim, demand, liability,
loss, damage, costs and expenses, including,
without limitation, reasonable attorneys’ fees,
arising out of or relating to your use of The
Brownyard Site, including, without limitation
arising out of or relating to any your violation
of these Access Terms of Service or any other
agreement with Brownyard relating to your use
of The Brownyard Site, or your violation of
any rights of a third party.
General Provisions. The
Terms of Service and the relationship between
you and Brownyard shall be governed by the
laws of the State of New York without regard
to its conflict of law provisions. Any and
all disputes arising from or in connection
with The Brownyard Site shall be subject to
binding arbitration conducted by a single arbitrator
in Bay Shore, New York pursuant to the Commercial
Arbitration Rules of the American Arbitration
Association, as now or hereafter amended; provided,
however, that Brownyard shall be entitled to
seek injunctive and other equitable relief
in any forum of competent jurisdiction to enforce
these Access Terms of Service or its rights
in The Brownyard Site and its Content without
first seeking or obtaining any decision in
arbitration. No failure or delay of Brownyard
to exercise or enforce any right or remedy
under these Access Terms of Service shall constitute
a waiver thereof. If any provision of these
Access Terms of Service is found by a court
of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should
endeavor to give effect to the parties’ intentions
as reflected in the provision, and the other
provisions of these Access Terms of Service remain
in full force and effect.
21 Maple Avenue • PO Box 9175 • Bay
Shore, NY 11706-9175 • 800-645-5820 • info@brownyard.com
