Last Updated: January 18, 2024

TABLE OF CONTENTS

  1. AGREEMENT TO TERMS
  2. INTELLECTUAL PROPERTY RIGHTS
  3. USER REPRESENTATIONS
  4. PROHIBITED ACTIVITIES
  5. THIRD-PARTY WEBSITES AND CONTENT
  6. SITE MANAGEMENT
  7. PRIVACY NOTICE
  8. COPYRIGHT INFRINGEMENTS
  9. TERM AND TERMINATION
  10. MODIFICATIONS AND INTERRUPTIONS
  11. GOVERNING LAW
  12. DISCLAIMER
  13. LIMITATIONS OF LIABILITY
  14. INDEMNIFICATION
  15. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
  16. MISCELLANEOUS
  17. CONTACT US
  1. AGREEMENT TO TERMS

These Terms of Use (“TOU”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and The Sutphen Corporation (“Company“, “we”, “us”, or “our”), concerning your access to and use of the https://www.sutphen.com/ website as well as any other product or service connected thereto (collectively, the “Site”). By accessing the Site, you acknowledge that you have read, understood, and agree to be bound by this TOU and the Privacy Notice which is incorporated into the TOU. IF YOU DO NOT AGREE WITH THE TOU AND THE PRIVACY NOTICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. By continuing to use the Site following any update, you will be deemed to have been made aware of and to have accepted any such changes or modifications to this TOU.

The Site is intended for users who are at least 18 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

  1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein, including but not limited to the name SUTPHEN and the “S” logo (collectively, the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

  1. YOUR REPRESENTATIONS AND WARRANTIES

By using the Site, you represent and warrant that:

  1. all information you submit to us is true, accurate, current, and complete;
  2. you have the legal capacity and you agree to comply with this TOU and the Privacy Notice;
  3. you are not under the age of 18, or if are, you have received parental permission to use the Site;
  4. you will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
  5. you will not use the Site for any illegal or unauthorized purpose; and
  6. your use of the Site will not violate any applicable law or regulation.
  1. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available.

As a user of the Site, you agree not to:

  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to obtain the personal information of others.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or the content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • Upload or transmit any viruses, Trojan horses, or other malware, that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any content on the Site.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  1. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk. Please be aware that this TOU and our Privacy Notice are not applicable to your use of Third-Party Websites or Third-Party Content. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

  1. SITE MANAGEMENT

We reserve the right, but not the obligation, to:

  1. monitor the Site for violations of this TOU and the Privacy Notice;
  2. take appropriate legal action against anyone who, in our sole discretion, violates the law or the TOU or Privacy Notice, including without limitation, reporting such user to law enforcement authorities;
  3. in our sole discretion and without limitation, restrict your access to the Site, including but not limited to blocking or blacklisting your IP address;
  4. in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable any and all files and Content as necessary to maintain our systems; and
  5. otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
  1. PRIVACY NOTICE

We will protect your personal information, including data you voluntarily send to us and data that is automatically collected through the Site and your use of our services, as set forth in our Privacy Notice. The Privacy Notice may be found here: https://www.sutphen.com/sutphen-corporation-privacy-policy/. By using the Site, you agree to be bound by our Privacy Notice, which is incorporated into this TOU. We reserve the right to modify the Privacy Notice from time to time by posting an updated Privacy Notice, and we strongly encourage you to regularly check the Privacy Notice for any updates.

  1. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe in good faith that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”).

In order to be acted upon, your Notification must include at least the following information:

  1. Your name, address, telephone number, and email address;
  2. A description of the work you believe was infringed and either a URL where the allegedly infringing material is located or a copy of the infringement;
  3. A statement that you have a “good faith belief” that the work is not authorized by you (or if you acting on the copyright owner’s behalf, that the work is not authorized by the copyright owner);
  4. A statement under penalty of perjury that the information provided in the notice is accurate and that you are either the copyright owner or are a person authorized to act on the copyright owner’s behalf; and
  5. Your physical or electronic signature.

Upon receipt of your Notification, we will promptly remove or disable access to the allegedly infringing material, and we will send a copy of your Notification to the person who posted or stored the material addressed in the Notification.

If the person who posted the allegedly infringing material believes it was removed by mistake or misidentification, that person may provide a notification that the material is not infringing (“a Counter Notification”) to have the material replaced or restored. A Counter Notification must include at least the following information:

  1. The person’s name, address, telephone number, and email address;
  2. A description of material that was removed and the URL where the material previously appeared;
  3. A statement under penalty of perjury that the person has a “good faith belief” that the work was removed or disabled as a result of mistake or misidentification;
  4. A statement that the person consents to jurisdiction of the Federal District Court in the district in which that person lives, or for non-US residents any jurisdiction in which that person may be served, and that the person will accept service of process from you; and
  5. That person’s physical or electronic signature.

Upon receipt of a Counter Notification that meets the above requirements, we will replace or restore access to the material, and we will provide you with a copy of the Counter Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

  1. TERM AND TERMINATION

This TOU shall remain in full force and effect while you use the Site and, except for those provisions which expressly or by their nature are intended to survive termination or expiration, shall terminate upon termination or deletion of your account.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS TOU, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF OR ACCESS TO THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

In addition to terminating your access to the Site, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

  1. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

  1. GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

  1. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

  1. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY THIRD PARTY SOFTWARE OR HARDWARE USED WITH THE SITE OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

  1. INDEMNIFICATION

To the extent permitted by law, you agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  1. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

  1. MISCELLANEOUS

This TOU, the Privacy Notice, and any other policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of this TOU shall not operate as a waiver of such right or provision. This TOU operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. You may not assign any of your rights or obligations to any other party without our prior written consent. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this TOU is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this TOU and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this TOU or use of the Site. You agree that this TOU will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this TOU and the lack of signing by the parties hereto to execute this TOU.

  1. CONTACT US

If you have questions or comments about this TOU, if you have any complaints in connection with the Site or our services, or if you wish to exercise any rights you may have pursuant to this TOU or the Privacy Notice, you may email us at Sutphen@SutphenCorp.com or contact us by post at:

Sutphen Corporation
P.O. Box 158
Amlin, OH 43002
United States

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