TERMS OF USE
Welcome to www.microgroup.com, MicroGroup, Inc.’s website (the “Site”). MicroGroup, Inc. (hereinafter referred to as, “MicroGroup”, “us” or “we”) permits you to use this Site subject to your complying with the following terms, conditions, and notices contained or referenced herein (the “Terms of Use”). Please carefully review these Terms of Use.  BY COMPLETEING THE ACCESSING OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THIS SITE AND EXIT IMMEDIATELY. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.  These Terms of Use were last updated June 3, 2009.

Modifications to Site
 
MicroGroup reserves the right at any time and from time to time for any reason to modify, suspend or terminate, temporarily or permanently, all or part of this Site without prior notice, and is not obligated to support or update the Site. MicroGroup shall not be liable to any user of this Site or any third party for any modification, suspension or termination of this Site. Unless explicitly stated otherwise, any new features that augment or enhance the current Site shall be subject to these Terms of Use.

Registration; Access to Restricted Areas.

Visitors to the Site may use the public areas of the Site for informational purposes and are subject to these Terms of Use. In addition, access to certain areas of this Site will require a separate account, User ID and password that may be obtained by completing our online registration form.  By registering, you agree that all information provided is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

Once a MicroGroup account number, User ID and password have been issued to you, you are responsible for ensuring that such information is kept confidential and for preventing its unauthorized use. You agree to notify MicroGroup immediately of any unauthorized use of your account number, User ID and password. Notwithstanding your notification to MicroGroup of the unauthorized use of your account number, User ID and password, you agree to be responsible for all activity on your account and for all losses suffered or incurred by MicroGroup or any other user of or visitor to the Site as a result of any unauthorized use. You agree not to use anyone else’s MicroGroup account number, User ID and password at any time without the express written permission of the holder. MicroGroup will not be liable for any loss or damage arising from your failure to comply with these obligations. You hereby agree that any and all information submitted by you on this Site using your account number, User ID and password shall be complete, true and accurate in all respects.

MicroGroup may, in its sole discretion without notice to you, de-activate your account number, User ID and password and terminate your access to this Site for any reason whatsoever including, without limitation, if MicroGroup believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use or have submitted inaccurate, incomplete, false, misleading or fraudulent information on this Site or have otherwise accessed or used this Site for any improper purpose. You agree that MicroGroup shall not be liable to you for any losses or damages you may suffer or incur as a result of MicroGroup terminating your access to this Site.
Product Orders
Before purchasing products and services on or through this Site, review our “Sales Terms and Conditions,” which are incorporated by reference into these Terms of Use. You agree to abide and be bound by our Sales Terms and Conditions. If there is a conflict between these Terms of Use and the Sales Terms and Conditions, the Sales Terms and Conditions order shall prevail.
Privacy Protection
By using this Site you acknowledge and agree that, notwithstanding any security measures or encryption methods that MicroGroup may implement, the internet and other various networking communication mediums, including websites and email, are not secure and that information sent to MicroGroup by email or placed on this Site may be subject to interception, manipulation or viewing by persons other than MicroGroup and its employees. You further agree that MicroGroup shall not be liable for any losses or damages of any kind related to any such unauthorized interception, manipulation or viewing.
Indemnity
You hereby agree to indemnify and hold MicroGroup, its directors, officers, employees, agents, subsidiaries and affiliates harmless from any and all claims, demands, expenses, losses and incidental, consequential, special or exemplary damages including, but not limited to reasonable legal fees, damages for loss of profits, goodwill, use, data or other intangible losses, directly or indirectly suffered or incurred by MicroGroup, its directors, officers, employees, agents, subsidiaries and affiliates or any third party as a result of or arising out of your use of this Site, your violation of these Terms of Use or unauthorized use of or access to this Site by a third party using your account number, User ID and password.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MICROGROUP SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, DEMANDS, EXPENSES, LOSSES OR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, SUFFERED OR INCURRED BY YOU INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MICROGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AS A RESULT OF OR ARISING OUT OF (I) YOUR USE OF OR YOUR INABILITY TO USE THIS SITE; (II) UNAUTHORIZED ACCESS TO YOUR ACCOUNT NUMBER, USER ID AND PASSWORD OR THIS SITE OR ALTERATION OF YOUR TRANSMISSIONS OR DATA TO MICROGROUP, OR (III) ANY OTHER CAUSE, MATTER OR THING RELATING TO THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE IS PROVIDED ON AN “AS IS, WHERE IS” BASIS AND ON AN “AS AVAILABLE” BASIS. MICROGROUP DOES NOT PROMISE THAT THIS SITE OR ANY CONTENT OR FEATURE OF THIS SITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THIS SITE WILL PROVIDE SPECIFIC RESULTS. MICROGROUP DOES NOT REPRESENT OR WARRANT THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THIS SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MICROGROUP SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. MICROGROUP DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THIS SITE. YOU ARE SOLELY RESPONSIBLE FOR THE CONSEQUENCES OF YOUR USE OF THIS SITE AND ANY LINKED SITES AND AGREE TO ASSUME THE RISK OF ANY DAMAGE OR DESTRUCTION THAT MAY BE CAUSED TO YOUR COMPUTER SYSTEM INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA. YOUR SOLE REMEDY AGAINST MICROGROUP FOR DISSATISFACTION WITH THIS SITE OR ANY CONTENT IS TO STOP USING THIS SITE OR ANY SUCH CONTENT.
THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

 

International Users

We control and operate this Site from the United States of America. This Site is intended for use by United States residents only and contains information regarding MicroGroup products and services available for sale or distribution within the United States. If you are a non-U.S. resident, you may access this Site solely at your own risk and are responsible for compliance with local laws and regulations, if applicable. Any references to products or services on the Site do not imply that MicroGroup intends to announce or offer these products or services in your country.

You may not use the Site or export information and materials in violation of the export laws of the United States or any other country. If you access the Site from a location outside of the United States, you are responsible for and agree to comply with all export laws, regulations and restrictions of the United States and any foreign agency or authority.

Copyright

Copyright © 2009 MicroGroup, Inc. All Rights Reserved. All content on this Site, including text, graphics, logos, icons and images as well as the compilation of all content on this Site, is the exclusive property of MicroGroup, Inc. and is protected by U.S. and international copyright laws. The content on this Site may be used as a resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content of this Site is strictly prohibited without prior written permission from MicroGroup, Inc. Visitors are not permitted to modify, distribute, publish, transmit or create derivative works of any material found on this Site for any public or commercial purposes.

Trademarks
The trademarks, logos and service marks and trade dress displayed on this Site (collectively, the “Trademarks”) are registered and common law Trademarks of MicroGroup, its affiliates and various third parties. MicroGroup®, All-Tube® and If It’s About Leadtime, Its About MicroGroup® and other MicroGroup, Inc. logos and product and service names are trademarks of MicroGroup, Inc. Any reproduction or use of any of the contents of this Site without the express written consent of MicroGroup, Inc. is expressly prohibited. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of MicroGroup, Inc. or such other party that may own the Trademarks.
User Submissions
Except as otherwise provided in a separate agreement, any communication or material that you transmit to this Site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.  Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
Prohibited Uses.
You agree that you shall not:
(a) attempt to gain unauthorized access to any portion of this Site or any other MicroGroup systems or networks connected to this Site or to any MicroGroup server by hacking, password “mining” or any other illegitimate means;
(b) use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any transaction being conducted on this Site or with any other person’s use of this Site;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to MicroGroup on or through this Site
(d) pretend that you are, or that you represent, someone else, or impersonate any other individual or entity;
(e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this Site or MicroGroup’s systems or networks connected to this Site;
(f) use this Site or any of its content for any purpose that is unlawful or prohibited by these terms and conditions or to solicit the performance of any illegal activity or other activity which infringes the rights of MicroGroup or others;
(g) use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of this Site or any of its content or in any way reproduce or circumvent the navigational structure or presentation of this Site or any of its content to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this Site; and
(h) probe, scan or test the vulnerability of this Site or any network connected to this Site or breach the security or authentication measures on this Site or any network connected to this Site. You further agree not to reverse look-up, trace or seek to trace any information on any other user of or visitor to this Site, or any other customer of MicroGroup, including any MicroGroup account not owned by you, to its source, or exploit this Site or any information made available or offered by or through this Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by this Site.

 

Violation of Terms and Conditions
MicroGroup may disclose any information it may have in its possession about you (including your identity) if it determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of this Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) MicroGroup’s rights or property, or the rights or property of visitors to or users of this Site, including but not limited to MicroGroup’s customers. MicroGroup reserves the right at all times to disclose any information that MicroGroup deems necessary to comply with any applicable law, regulation, legal process or governmental request. MicroGroup also may disclose your information when MicroGroup determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that MicroGroup may preserve any transmittal or communication by you with MicroGroup through this Site and may also disclose such data if required to do so by law or MicroGroup determines that such preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce these Terms of Use, (c) respond to claims that any such data violates the rights of others, or (d) protect the rights, property or personal safety of MicroGroup, its employees, users of or visitors to this Site and or the public.
You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to MicroGroup, for which monetary damages would be inadequate, and you consent to MicroGroup obtaining any injunctive or equitable relief that MicroGroup deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies MicroGroup may have at law or in equity.
If MicroGroup does take any legal action against you as a result of your violation of these Terms of Use, MicroGroup will be entitled to recover from you, and you agree to pay, all reasonable legal fees and other costs of such action, in addition to any other relief granted to MicroGroup.
Use of Site and Storage of Material

You acknowledge that we may establish general practices and limits concerning use of the services available on our Site, including without limitation the maximum number of days that uploaded content will be retained on the Site.  You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Site. Although we take reasonable precautions to preserve and protect the material you upload to the Site, you should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or registration information.

Links
This Site may provide links to other websites or resources. You acknowledge that MicroGroup has no control over such sites and resources and agree that MicroGroup shall have no responsibility to you for making such links, sites or resources available or known to you. You acknowledge that MicroGroup does not endorse and is not responsible or liable for the content of such linked sites or resources or any advertising, products, or other materials on or available from such linked sites or resources. You will need to make your own independent judgment regarding your interaction with these linked websites. You acknowledge and agree that MicroGroup shall not be responsible or liable to you, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance upon any such content, advertising, products, materials, goods or services available on or through any such linked sites or resources.
Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. You hereby consent to personal jurisdiction by the state and federal courts located in Norfolk County, Massachusetts.
MicroGroup may assign its rights and duties under these Terms of Use without such assignment being considered a change to the Terms of Use and without notice to you. You may not assign these Terms of Use without the prior written consent of MicroGroup.

Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at sales@MicroGroup.com, if by email, or at MicroGroup, Inc., 7 Industrial Park Road, Medway, Massachusetts, if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your registration. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

 

Entire Agreement

These Terms of Use constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Miscellaneous.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.  If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

 

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