Terms and Conditions

1. Overview

Irgens Partners, LLC (Irgens) has developed an online system to permit authorized users to access certain materials and reports maintained by Irgens. The World Wide Web site located at https://client.irgens.com/clientweb (the “Site”) consists of reports, information, graphics, photos and other materials and content provided by Irgens and/or its affiliates and licensors (the “Irgens Materials”). "Subscriber" (or “You” or “Your”) means each person who is provided a username and password for an account ("Account") on the Site, or who otherwise accesses the Irgens Materials via the Site. By using or accessing the Irgens Materials or using an Account on the Site, You agree to be bound by the following terms and conditions (the "Agreement"), and to the extent Your use of the Site is related to your employment, You represent that You have the authority to bind Your employer to this Agreement.

2. Subscriber Obligations

By using the Site or the Irgens Materials, Subscriber agrees to comply with all of the terms of this Agreement. The right to use the Site and the Irgens Materials is personal to Subscriber and is not transferable to any other person or entity. If more than one employee in Your organization desires access to the Site, You must obtain a separate User ID and password for each such employee; You should not share Your User ID and password with anyone else. Subscriber is responsible for all use of Subscriber's Account (under any username or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password(s), if any. Irgens shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use. Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto. To the extent Subscriber is permitted, pursuant to the Agreement, to share the Irgens Materials with employees or other third parties, Subscriber agrees to remain responsible for their compliance with the terms of this Agreement. You represent that you are of legal age to form a binding contract and you agree to: (a) provide true, accurate, current and complete information about You and any entity You may represent as requested by Irgens when initially issuing the username and password, and as prompted by any required form on the Site (all such information which You provide, the "Subscriber Data") and to (b) promptly update any Subscriber Data to keep it true, accurate, current and complete. You acknowledge that if you provide any Subscriber Data that is untrue, inaccurate, not current or incomplete, Irgens has the right to suspend or terminate your account and refuse any and all current or future use of the Site. If you are using a User ID or password that Irgens provided to you in your capacity as a representative of a business entity, you acknowledge and agree that you may not retain such information after any termination of your relationship with such business entity, and You agree to inform Irgens immediately if a person with access to a password leaves the employ of the entity to which that User ID and/or password has been assigned.

3. Data Collection and Logging

Irgens reserves the right to collect data regarding your use of the Site, including audit log information that allows us to determine what actions were taken by a particular User ID. We track logins and failed attempts to login, file access and downloads, session time, password changes, Subscriber Data changes, and we may attach certain automatically collected information (such as an IP address and time and date stamp) to this information.

4. Modification of Terms

Irgens shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of the Site, the Irgens Materials, or any part of either of the above, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of the Site or the Irgens Materials by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions.

5. Limited License

The Site and the Irgens Materials contain copyrighted material, trademarks and other proprietary information (which may include, without limitation, text, electronic files, reports, software, photos, video, graphics, music and sound), and as between Subscriber and Irgens, Irgens owns all right, title and interest in and to such Irgens Materials. Subscriber may not, directly or indirectly, modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Irgens Materials, in whole or in part, other than as expressly authorized by this Agreement. Subscriber may download copyrighted material for Subscriber's personal use in accordance with this Agreement only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Irgens. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material. Your possession and use of any Irgens Materials does not give you any ownership or other rights in the Irgens Materials other than the limited, personal, non-exclusive, revocable license rights described in the following subsections:

(a) You (and any of your employees) are allowed unlimited use of the Site and the Irgens Materials as such are viewed on your computer(s) so long as that use is directly related to the work You are doing with Irgens;

(b) You (and any of your employees) are allowed to print any of the documents on the Site or in the Irgens Materials so long as those hard copies are used only in relation to the work You are doing with Irgens. You agree that the hard copy versions of the documents from the Site or the Irgens Materials remain the property of Irgens subject to the terms of this Agreement; and

(c) You (and any of your employees) agree not to copy any of the programs or documents on the Site or contained in the Irgens Materials onto your computer’s hard drive or any other electronic storage media, other than as temporarily necessary and incident to utilizing the rights granted to You in the preceding paragraphs (a) and (b).

6. Confidentiality Agreement

In further consideration of Irgens providing you with access to the Site and use of the Irgens Materials, you agree that without Irgens’ express prior written consent you will not:

(i) describe or summarize the contents or organization of any of the Irgens Materials or the Site to anyone other than your employees;
(ii) use, or allow the use of, any of the Irgens Materials or the Site on behalf of any other person or business organization; or
(iii) allow anyone other than your own employees to have access to the Site or any of the Irgens Materials whether in electronic or printed form.

You agree to take the same steps to protect the confidentiality of the Irgens Materials, the Site and any documents printed from either, in the same manner as you would for your own highly confidential information. You also agree to take all steps reasonably necessary to insure any employees who have or are allowed access to the Irgens Materials or printed documents are aware of the provisions of this Agreement and that they comply with these provisions.

7. Return of Materials

You agree that upon Irgens’ request you will immediately return the Irgens Materials in your possession or certify their destruction (along with any backup copies you may have received), any documents printed from the Site or the Irgens Materials, and any notes or other summaries you may have prepared (in either written or electronic form) of information contained in the Irgens Materials or from the Site.

8. Disclaimer of Warranties and Liability

In the event that Irgens or its affiliated entities have provided links and pointers to Internet sites maintained by third parties, unless expressly stated otherwise, no inference or assumption should be made and no representation may be implied that either Irgens or its affiliated entities operates or controls in any way any information, products or services on these third party sites.

YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE SITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION. IF YOU RELY ON THIS SITE, THE IRGENS MATERIALS OR ANY MATERIAL AVAILABLE THROUGH THIS SITE, YOU DO SO AT YOUR OWN RISK.

THE MATERIALS ON THIS SITE AND THE IRGENS MATERIALS ARE PROVIDED TO YOU "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SPECIFICALLY, IRGENS AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE ON OR THROUGH THE SITE. NOR DO THEY GUARANTEE THAT THE SITE WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE OR THAT THE SITE, INCLUDING THE SERVERS AND OTHER EQUIPMENT THAT MAKES THE SITE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IRGENS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE OR IN THIRD-PARTY SITES OR YOUR RELIANCE THEREUPON IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. YOU, AND NOT IRGENS, ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

UNDER NO CIRCUMSTANCES SHALL IRGENS OR ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES. THIS PROVISION INCLUDES, WITHOUT LIMITATION, ANY LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF IRGENS AND ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE USE OF THE SITE.

9. Indemnification

Subscriber agrees to defend, indemnify and hold harmless Irgens, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Site or the Irgens Materials by Subscriber or via Subscriber's Account.

10. Termination

Either Irgens or Subscriber may terminate this Agreement at any time. Without limiting the foregoing, Irgens shall have the right to immediately terminate Subscriber's Account in the event of any conduct by Subscriber which Irgens, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions in Sections 6-9 and 12 shall survive termination of this Agreement.

11. Financial Reports

Notwithstanding the limitations set forth in the Agreement, You are entitled to use the financial reports that are specifically designated as applicable to You (or Your employer) (the “Reports”), for Your own internal business purposes as if they have been provided to you in a hard copy format. By receiving the Reports in an electronic form, you hereby give Irgens your affirmative consent to provide communications to you and conduct business in an electronic form and you acknowledge and agree that you have sufficient computer hardware and software to access, view and retain the Reports.

12. Miscellaneous

This Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws rules, and you consent to the exclusive jurisdiction of the appropriate State or Federal Court in the State of Wisconsin for any dispute arising out of or related to this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.