USING THE SERVICES
1. Who May Use the Services?
You may use the Services only if you can form a binding contract with Trialon, and only in compliance with these Terms and all applicable laws. By using the Site, you agree to provide Trialon with accurate and complete information, and you agree to update your information to keep it accurate and complete. Any use or access by anyone under the age of 13 is prohibited, and certain Services may have additional requirements and/or restrictions.
2. License to You
3. Registration, Passwords, and Account Information
Some Services may be accessed and used only if you are registered and have an account with Trialon. To open an account, you must complete the registration process by providing Trialon with current, complete and accurate information as prompted by the registration form. Should Trialon suspect that such information is untrue, inaccurate, not current or incomplete, Trialon has the right to suspend or terminate your usage of the Services. Trialon is entitled to rely on the information you provide and you will be responsible for updating this information to maintain it as current. Accounts are non-transferable and cannot be shared or used by anyone other than you. Once you have become an authenticated user, you will be given a password or the option to create your own password. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Services that make use of that password, and for charges or fees incurred by the use of that password, if any, including any use you may subsequently contend was not unauthorized by you. You are solely responsible for any and all activities that occur under your account including inputting, maintaining, and managing accurate information and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Trialon immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you.
4. Service Modifications
Trialon reserves the right to modify any content on the Site. The Services offered are subject to the disclaimers and limitations of liability sections below.
The Site may allow you to provide content such as comments or suggestions (collectively, “User Content”). You retain all intellectual property rights in, and are responsible for, the User Content you share.
2. How Trialon and Others May Use User Content
To the extent that you provide User Content, you grant Trialon a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. Nothing in these Terms shall restrict other legal rights Trialon may have to User Content, for example under other licenses. Trialon reserves the right to remove or modify User Content for any reason, including User Content that Trialon believes violates these Terms.
Trialon welcomes your suggestions, ideas, comments, and other feedback regarding the Site (“Feedback”). By submitting any Feedback, you grant Trialon the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, Trialon does not waive any rights to use similar or related Feedback previously known to Trialon, developed by its employees or contractors, or obtained from other sources.
Trialon and/or its licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Site, and all elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Site, or any element thereof.
Trialon cares about the security of all users. While Trialon works to protect the security of your information and User Content, Trialon cannot guarantee that unauthorized third parties will not be able to defeat Trialon’s security measures.
3. Third Party Content
Through the Site, you may have the ability to access and/or use content provided by third parties and links to websites and services maintained by third parties. Trialon cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Trialon disclaims any responsibility or liability related to your access or use of such third-party content.
4. Modifying and Terminating the Services
Trialon is constantly changing and improving the Site. Trialon may add or remove functions, features, or requirements. Accordingly, Trialon may terminate your use of any Site for any reason. Trialon, shall not have any liability to you for any such action. You can stop using the Site at any time.
5. Waiver and Release
You hereby release, waive, forever discharge and hold harmless Trialon and its respective affiliated organizations, successors, officers, directors, employees, advisors and agents (collectively, “Releasees”) from any and all liability, claims, damages, causes of action and demands, whether known or unknown, of whatever kind or nature, either in law or in equity, which directly or indirectly relate to and/or arise out of your use of the Site and/or because of any matter, thing, condition, negligence or default whatsoever (collectively, the “Released Claims”) related thereto. Without limiting the generality of the foregoing, you understand and agree that these Terms discharge Releasees from any liability or claim that you may have against the Releasees with respect to the Site, whether caused by the negligence of Releasees and/or third parties. You hereby expressly waive all rights to bring legal action against, and hereby covenants not to sue, any Releasees in connection with any Released Claims. You acknowledge that you have: read these Terms; fully understand these Terms; and understand that you are giving up substantial rights, including your right to sue for Release Claims.
THE SITE AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE TRIALON PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TRIALON DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SITE, OR THAT THE USE OF THE SITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER SITE OR SERVICE. THE TRIALON PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SITE OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SITE OR SUCH CONTENT IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM ANY TRIALON PARTIES, OR THROUGH OR FROM THE SITE, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY TRIALON.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRIALON PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE TRIALON PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL TRIALON’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SITE EXCEED TWENTY U.S. DOLLARS ($20).
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE TRIALON PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO TRIALON’S ABILITY TO MAKE THE SITE AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You agree to indemnify, defend, and hold harmless the Trialon Parties from any and all claims, actions, lawsuits, judgements, fines, penalties, liabilities, expenses, and damages, including reasonable attorneys’ fees and costs, asserted against, incurred by, or assessed against any Trialon Party arising out of or related to: (a) your use or attempted use of the Site; (b) your breach of these Terms; (c) your violation of any law or rights of any third party; or (d) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
9. Governing Law and Jurisdiction
The Site managed by Trialon is located in Burton, Michigan. In order to ensure consistency in the interpretation and enforcement of these Terms, these Terms will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You expressly agree that any litigation arising between you and Trialon related, in any way, to the Services and/or these Terms, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Genesee, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.
10. Revisions to the Terms
Trialon reserves the right to revise the Terms in Trialon’s sole discretion at any time. Any revisions to the Terms will be effective immediately upon posting. For any material changes to the Terms, Trialon will take reasonable steps to notify you of such changes. In all cases, your continued use of the Site after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms.
11. Severability; Waiver
If it turns out that a particular provision of these Terms is not enforceable or invalid as determined by a court of competent jurisdiction, this will not affect any other terms and such provision shall be modified to the extent necessary to be valid and enforceable. If you do not comply with these Terms, and Trialon does not take immediate action, this does not indicate that Trialon relinquishes any rights that Trialon may have (such as taking action in the future). Any waiver of rights by Trialon must be acknowledged and agreed to by you and Trialon in writing.
No joint venture, partnership, employment, or agency relationship exists between you and Trialon as a result of these Terms, or your access to, and use of, the Site. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document.
Subject to these Terms, all provisions of these Terms relating to ownership, limitations of liability, indemnification and other provisions which by their nature survive termination of these Terms shall survive termination of these Terms.
14. Entire Agreement