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TERMS AND CONDITIONS AGREEMENT
~ Availability
of Site ~ Ownership
~ License
to Use ~ Purchases
~ Web
site Content ~ License
of Your Content ~ Links
to Other Sites ~ Copyright
~ Trademarks
~ Disclaimer ~
Hiring
Talent ~ Indemnity
~ Disputes
~ General
Terms
Acceptance of Terms and Conditions
Agreement
The following Terms and Conditions
Agreement (this “Agreement”) apply to anyone accessing, using,
providing content for, posting content on or making purchases
from this Web site, including without limitation, visitors,
users, talent, agents, scouts, viewers, vendors and
advertisers. By using this Web site, you agree to all of the
following Terms and Conditions. If you do not agree to these
Terms and Conditions, you should not provide content for,
review content or obtain content from this Web site. If you
have any questions concerning the information within the Terms
and Conditions, please contact us using the automated e-mail
process on the Contact Us page of the Web site.
Availability of
Site
Optimatalentagency.com is usually available 24
hours a day, 7 days a week, however, we retain the right to
make the Web site unavailable from time to time for any reason
at all without notice to you. You agree that we will not be
liable for any damages resulting from any interruption,
suspension or termination of the Web site.
Ownership
Optima Talent Agency,
Inc. (“Optima”) and its content providers own all content,
materials, agreements, documents, displays, pictures, text,
graphics, logos, icons, images, audio clips, video clips,
digital downloads, data compilations and software and other
items on the Web site (collectively “Content Materials”).
Unless you are the content provider, you have no ownership
interest in the Content Materials, however, Optima grants you
a limited license to use the Content Materials as provided in
the Section titled “License to Use”. Content Materials are
protected under applicable copyright, trademark, trade secret
and other intellectual property laws in the United States and
the rest of the world. You have no right to view, use, copy,
publish, display or modify the Content Materials except as
described in the Section titled License to Use. At our
discretion, Optima may modify, add to or delete any Content
Materials at any time, without notice to or permission from
you or any other party.
License to Use
Optima
grants you a limited, revocable, nonexclusive, nontransferable
license (without the right to grant sublicenses) to view and
use this Web site and the Content Materials. You may not
download (other than page caching) or modify this Web site or
the Content Materials without the express written consent of
Optima. You may not copy, view, resell or otherwise exploit
any of the Content Materials or otherwise use this Web site or
the Content Materials for any commercial purpose other than
your own internal business purposes of hiring through Optima
or evaluating the hiring through Optima of the talent
displayed on this Web site. You may not use this Web site or
the Content Materials for the benefit of another provider of
any of the services provided by Optima. You may create a
hyperlink to the Optimatalentagency.com home page so long as
the link does not portray Optima, its talent, affiliates,
customers, products or services in a false, misleading,
derogatory or otherwise offensive way. You may not tamper in
any way with the software or functionality of this Web site.
Without limiting the preceding sentence, you agree not to put
any material into the Web site which contain any viruses, time
bombs, trojan horses, worms, cancelbots or other computer
programming routines that may damage, interfere with,
intercept or expropriate any system, data or information. You
agree to comply fully with all applicable laws, rules and
regulations. You agree not to use this Web site to facilitate
collusion or other conduct in violation of anti-trust laws.
Any violation of this Agreement by you terminates this license
to you.
Purchases from this
Site
Purchases from this Site are additionally
governed by the special terms and conditions indicated by
agreement for each purchase. These Terms and Conditions also
apply to such purchases.
Content of the
Site
You are responsible for any content that you
provide to Optima to be displayed on this Web site. Optima
exclusively reserves the right to select and modify the form
and location of content display, determine what content is
displayed, to refuse to display or to discontinue displaying
any content that you provide. You agree that Optima is not
responsible for any error, omission, or misrepresentation
relating to any Content Materials and recognize it is your
responsibility to verify their accuracy, whether you are the
content provider or its user.
License of Your
Content
If Optima displays any content that you
provide, you grant Optima and its affiliates a world-wide,
nonexclusive, royalty-free, perpetual, irrevocable and
sub-licensable license to use, reproduce, modify, adapt,
publish, translate and display the content in any media. For
any content you provide, you represent and warrant that all
factual information is true, accurate and not misleading. You
agree that you will not impersonate or misrepresent your
affiliation with any other person or entity. You agree that
you will not misrepresent the origin of any content provided
by you for display on this Web site. You represent and warrant
that you hold the rights to have HelicoperBuyer.com display
the content on this Web site. You represent and warrant that
you own or otherwise have title to any Content Materials
displayed for you.
Links to Other
Sites
Optima or third-party providers of content
may provide links to other Web sites or resources. Optima does
not have any control over these sites and resources, does not
endorse them, and is not responsible for their availability,
content or delivery of services. Optima shall not be liable to
you for any injury caused you by accessing or performing
transactions from these other sites.
Copyright
The Content
Materials belong to Optima or its content suppliers and is
protected by United States and international copyright laws.
The compilation of all content on this Web site is the
exclusive property of Optima and protected by United States
and international copyright laws. All software used on this
Web site is the property of Optima or its software suppliers
and protected by United States and international copyright
laws. If you believe your intellectual property has been
copied without your authority and displayed or otherwise used
in connection with this Web site, please contact Optima
immediately.
Trademarks
Optima trademarks
and service marks identified on this Web site, including our
name Optima Talent Agency, may not be used in any manner that
disparages or discredits Optima or is likely to cause
confusion in the marketplace. You may make fair use of our
marks in non-disparaging advertising and promotional
materials, and in referring to our products and services
without our permission, provided you follow standard usage
practices and provide proper attribution. Other uses require
the written permission of Optima. All other trademarks and
service marks not owned by Optima or its subsidiaries that
appear on this Web site are the property of their respective
owners and any matters regarding the marks should be addressed
to the owner.
Disclaimer
THIS WEB SITE AND THE CONTENT MATERIALS ARE
PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER.
WITHOUT LIMITING THE PRECEDING SENTENCE, OPTIMA HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
ARISING FROM COURSE OF DEALING AND USAGE IN TRADE, INCLUDING
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY
RIGHTS. THE WEB SITE AND THE CONTENT MATERIALS MAY BE
INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR USE,
MAY CONTAIN “BUGS,” ERRORS AND DEFECTS, AND MAY NOT OPERATE
ERROR-FREE OR PRODUCE RESULTS AS EXPECTED.
IN NO EVENT
SHALL OPTIMA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE; WITH THE
DELAY OR INABILITY TO USE THIS WEB SITE; WITH THE CONTENT
MATERIALS; OR WITH ANY INFORMATION, PRODUCTS, SOFTWARE AND
SERVICES OBTAINED THROUGH THIS WEB SITE, OR ARISING OUT OF THE
USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE, EVEN IF OPTIMA AND/OR ANY OF ITS
CONTENT PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF DAMAGES.
Hiring Talent
OPTIMA IS
NOT THE EMPLOYER OF THE TALENT IDENTIFIED ON THE
OPTIMATALENTAGENCY.COM WEB SITE BUT IS THEIR AGENT. YOU AGREE
THAT, IN THE EVENT YOU HIRE ANY TALENT IDENTIFIED ON THIS WEB
SITE, YOU HOLD OPTIMA HARMLESS FROM LIABILITY ARISING FROM
SUCH HIRING. YOU AGREE THAT YOU WILL PROCURE THE TALENT
THROUGH OPTIMA AS THEIR AGENT PROVIDED THAT THE SELECTION OF
THE TALENT AROSE THROUGH THE EFFORTS OF OPTIMA, INCLUDING THIS
WEB SITE.
Indemnity
As a condition of
using this Web site, you agree to indemnify Optima, its
subsidiaries, affiliates, officers, agents and employees
against any claim, demand, liability, damage and expense,
including reasonable attorneys’ fees, relating to the content
you provide for display on this Web site, your use of this Web
site or your violation of the rights of another.
Dispute Resolution
As a
condition of using this Web site, you agree that any dispute
relating in any way to your use of or content provided for
this Web site shall be submitted to confidential binding
arbitration in Minneapolis, Minnesota, except that Optima
reserves the right to seek injunctive or other appropriate
relief in a court of competent jurisdiction should you violate
or threaten to violate the intellectual property rights of
Optima. You agree that for purposes of such infringement
action Optima has no adequate remedy at
law.
Arbitration under this Agreement shall be
conducted under the rules then prevailing of the American
Arbitration Association. The arbitrator’s award shall be
binding and may be entered as a judgment in any court of
competent jurisdiction. To the fullest extent permitted by
applicable law, no arbitration under this Agreement shall be
joined to an arbitration involving any other party subject to
this Agreement, whether through class arbitration proceedings
or otherwise.
General
Terms
As a condition of using this Web site, you
agree that the laws of the State of Minnesota, without regard
to principles of conflict of laws, govern the terms and
conditions of this Agreement and any dispute of any kind that
may arise between you and Optima or its affiliates.
Use
of this Web site is unauthorized in any jurisdiction that does
not give effect to all of the terms and conditions of this
Agreement.
This Agreement constitutes the entire
agreement between you and Optima relating to your use of the
Web site. For talent, content providers, product sellers and
for hiring talent, additional agreements may apply that may
incorporate, modify or supercede the terms and conditions of
this Agreement.
The terms and conditions of this
Agreement may be changed at any time at the sole discretion of
Optima. Before accessing other portions of the Web site, you
should review this Agreement for any changes. The version of
this Agreement that is displayed at the time you access this
Web site constitutes the agreement relating to your use of the
Web site.
Should Optima fail to enforce any of its
rights under this Agreement, such failure shall not constitute
a waiver of the right.
Should any provision of this
Agreement be determined invalid or unenforceable, this
Agreement shall be interpreted to effect the intent of the
parties, and the remaining provisions shall remain in
effect.
Last Modified – June 3, 2003
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