Terms of Use

Website Terms of Use

Welcome to the Westwood Professional Services web site. Westwood Professional Services, Inc. (“Westwood”) is pleased to make this web site located at westwoodps.com (the “Site”) available for your use and benefit. These Terms of Use are entered into by and between YOU and Westwood (“Company,” “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference(collectively, “Terms of Use”) govern your access to and use of the Site, whether as a guest or a registered user.

Please read the Terms of Use carefully before use of the Site. By using, browsing or accessing this Site you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at [PRIVACY POLICY URL], incorporated herein by reference.. Use of this Site is strictly voluntary. If you do not agree to these Terms of Use and the Privacy Policy, you must immediately leave and discontinue your use of this Site.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. These Terms of Use apply to your use and browsing of and access to this Site and do not alter in any way the terms and conditions of any other agreement you may have with Westwood, unless otherwise directed by Westwood. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately leave and discontinue your use of this Site.

Collection of Visitor Information on this Site

Information collected at this Site is governed by our Privacy Policy, unless otherwise stated. To access and use certain services available through this Site, you may be required to register with Westwood through a login/registration page and you must agree to be bound by any additional applicable terms and conditions contained therein. From time to time, we may restrict access to some parts of the Site, to users, including registered users.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including all content, software, and technology contained on this Site or used in the operation of this Site, such as software, displays, text, publicity rights, character rights, titles and artistic and moral rights, video and audio, graphics, logos, icons, charts, data, documents, and reports, is owned by Westwood, its licensors, or other providers of such material, and is protected by U.S. and international copyright laws, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The compilation (meaning the collection, arrangement and assembly) of all content on this Site is the exclusive property of Westwood and is protected by U.S. and international copyright laws. Westwood grants you permission to view and use content, software and technology generally made available to visitors to this Site in connection with your own personal, noncommercial use of this Site. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content, software, and technology on the Site is strictly prohibited.

Trademarks

The trademarks, service marks, trade dress and “look and feel” used and displayed on this Site (the “Trademarks”) are registered and unregistered Trademarks (the “Trademarks”) of Westwood and others. Nothing on this Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on this Site, without the prior written permission of the owner of the Trademark. Other product and company names that may be mentioned in this Site may be the Trademarks of their respective owners.

Accuracy

Information on this Site may contain typographical errors, inaccuracies or omissions in relation to services, descriptions, information and other matters. Westwood reserves the right, but has no obligation, to correct any errors, inaccuracies or omissions and to discontinue, change or update information at any time without prior notice.

Disclaimer of Warranties

THIS SITE AND ALL CONTENT, MATERIALS, AND SERVICES AVAILABLE THROUGHT THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WESTWOOD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WESTWOOD MAKES NO REPRESENTATION THAT THE SITE OR ANY CONTENT IS FREE FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS. WESTWOOD MAKES NO REPRESENTATION OR WARRANTY THAT CONTENT PROVIDED ON THIS SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. NOTHING IN THESE TERMS OF USE OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THIS SITE WILL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THIS SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT SUCH USE IS AT YOUR SOLE RISK.

Limitation of Liability

IN NO EVENT SHALL WESTWOOD 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 SITE OR THE SERVICES AVAILABLE THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights.

Under no circumstances whatsoever shall Westwood’s aggregate liability resulting from or relating to your use of this Site exceed Five United States Dollars ($5.00).

Prohibited Activities and Visitor Obligations

As a visitor to or user of this Site you shall not, individually or by means of a third party or a device:

violate any applicable law or regulation;
upload, post, use, transmit or otherwise make available, including by e-mail (each, a form of “Posting”), any content or information that is false or inaccurate;
Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or could otherwise be considered to be objectionable;
Post any content that is subject to any disclosure restrictions;
Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark or any other intellectual property rights;
Post any unsolicited or unauthorized advertising or promotional materials, including, without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;
Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment;
impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization;
engage in any activities or manipulate identifying material to misrepresent the origin of content;
use this Site to disseminate any information or content, including by e-mail, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or invasive of another’s privacy or information or content that could otherwise be considered, in Westwood’s sole discretion, to be objectionable;
interfere with or otherwise limit the use of this Site by other users;
collect, compile or store personal information about other users of this Site;
disrupt or interfere with the operation of this Site by overloading or exceeding the capacity of this Site or the systems resources, accounts, usernames and passwords, servers or networks connected to or accessible through this Site or any affiliated or linked sites;
disrupt or interfere with the security of, or otherwise cause harm to, this Site or the systems resources, accounts, usernames and passwords, servers or networks connected to or accessible through this Site or any affiliated or linked sites;
use any robot, spider or other automatic device or manual process to “screen scrape,” monitor, “mine” or copy the web pages on this Site or the content contained therein without Westwood’s prior express written permission; or use this Site for commercial purposes.

You agree that you are solely responsible for Posting any content that you make available on or send through this Site (“User Content”), if any. In addition to the rights granted to Westwood elsewhere in these Terms of Use, you hereby grant Westwood the irrevocable right to copy and use User Content in connection with this Site and for the purposes related to your Posting of the User Content. Although Westwood has no obligation to screen, edit or monitor any of the User Content or user conduct on this Site, Westwood reserves the right, and has absolute discretion, to remove, screen or edit any User Content and to monitor any user conduct on this Site at any time and for any reason without notice. You are solely responsible for creating backup copies and replacing any of your User Content at your sole cost and expense.

By Posting User Content to this Site, you represent and warrant that: (i) the User Content is non-confidential; (ii) you have all necessary rights to Post the User Content to this Site and to grant the rights to Westwood you grant in these Terms of Use; (iii) the User Content is accurate and not misleading or harmful in any manner; and (iv) the User Content, and your use and the Post thereof in connection with this Site, do not and will not violate these Terms of Use or any applicable local, state, national or international statute, regulation or law.

Indemnification

You agree to indemnify, defend, and hold Westwood, its affiliates, licensors, and service providers, and its respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns harmless from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) that Westwood incurs or suffers which relates or arises out of any third-party claim concerning your use of this Site, your failure to perform any of your obligations under these Terms of Use or your breach of any of your representations or warranties made under these Terms of Use.

Links to Other Web Sites

This Site may contain links to other web sites. Additionally, other web sites may contain links to this Site. Westwood does not review or monitor the web sites linked to this Site and Westwood accepts no responsibility for the content or policies of any other web sites. Any link established by Westwood does not constitute an endorsement of the other web sites or create a relationship between Westwood and the operators of other web sites. If you decide to access any of the third-party web sites, you do so entirely at your own risk and subject to the terms and conditions of use for such web sites. Westwood disclaims any liability with respect to your use of any other web site, and you release Westwood from any liability related to your use of any link to another web site or your use of any other web site. Where this Site contains a link to another web site owned and/or operated by Westwood, such web site use may be subject to different and additional terms of use and privacy policy terms and conditions.

Changes to Terms of Use

Westwood may revise these Terms of Use at any time without notice. All changes are effective immediately when we post them, and any use of this Site following the date on which changes to these Terms of Use or the Privacy Policy are published on this Site shall constitute your acceptance of all such changes. You expressly agree that Westwood shall have no obligation to provide you with any notice of any changes, and you hereby expressly waive any right you may have to receive notice of any changes to these Terms of Use or the Privacy Policy.

Continued Operation, Accessibility, and Maintenance of this Site

Westwood may modify, change, suspend, terminate or discontinue the operation of this Site or the provision of any services at our sole discretion and without notice and Westwood reserves the right to refuse service to anyone at any time, with or without cause.

Your Account

If you are a registered user of this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. You also agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Westwood reserves the right, without notice and in its sole discretion, to refuse or restrict access or service, terminate accounts, or remove or edit content.

General Provisions

English has been used in the preparation of these Terms of Use, and English shall be the controlling language with respect to these Terms of Use and their interpretation.

Any failure by Westwood to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or the right to enforce same.

These Terms of Use shall be governed by the laws of the State of Minnesota without giving effect to any principles or conflicts of laws. For the purpose of resolving conflicts relating to or arising out of these Terms of Use, or arising out of any other dispute or claim associated with Westwood, you irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts in Hennepin County, Minnesota (the “Minnesota Courts”) for any litigation or dispute arising out of or relating to these Terms of Use; (ii) agree not to commence any litigation arising out of or relating to these Terms of Use except in the Minnesota Courts; (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum; and (iv) agree the Minnesota courts represent the exclusive jurisdiction for all disputes relating to these Terms of Use.

If any portion of these Terms of Use is held to be invalid, such holding shall not invalidate the other provisions of these Terms of Use.

Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms of Use, including, without limitation, this paragraph and the warranty disclaimers and liability exclusions above. Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements, and you agree not to access this Site in any such jurisdiction.

You are responsible for compliance with applicable laws.

Submissions

Any and all questions, comments, suggestions and similar materials or information that you send or submit to Westwood on this Site, by Posting or otherwise (collectively, “Submissions”), shall become Westwood’s property. You hereby transfer, sell and assign to Westwood all of your right, title and interest in and to any such Submissions, including, without limitation, any and all related patent, copyright, trademark and other intellectual property rights. Westwood has no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. Westwood shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Westwood regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Contact

For questions, concerns or comments related to this Site or these Terms of Use, please email Westwood at web_privacy_ps@westwoodps.com.