These Terms of Use (“Terms”) apply to (a) the use of the website located at https://paragontruss.com and all associated sites linked to it (the “Site”) and (b) the services provided on or through the Site or through any widget on the Site (“Widgets”) (collectively, the “Services”). The Site, the Services, the Paragon Content (as defined below) and all Widgets are the property of Paragon Component Systems, LLC, a Tennessee limited liability company, its subsidiaries, and affiliates (“Paragon”). BY USING THE SITE, THE SERVICES, AND ANY WIDGETS, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE, THE SERVICES, OR ANY WIDGET(S).
Paragon reserves the right, at its sole discretion, to change, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms and any such modifications, Paragon grants to you a personal, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Site, Services and Widgets solely in accordance with these Terms. BY CREATING AN ACCOUNT AND/OR LOGGING IN, YOU (A) AGREE TO THE TERMS OF USE IN EFFECT AT THE TIME YOU CREATE THE ACCOUNT OR LOG IN, AS APPLICABLE, AND (B) REPRESENT AND WARRANT THAT YOU ARE AGE 18 YEARS OR OLDER. IF YOU ARE NOT AGE 18 OR OLDER, THEN DO NOT USE THE SITE, THE SERVICES OR ANY WIDGETS.
1. Using Paragon’s Services to Create Certifiable Component Designs. In consideration for your access and use of Paragon’s Site (including the Widgets and Paragon Content) and the Services, you hereby agree to and accept the following terms and conditions regarding any engineering criteria, design loads, truss drawings, plans, specifications and any other documents or data related thereto (individually a “Component Design” and collectively “Component Designs”) you generate using such tools that you may then (i) send, (ii) store, and/or (iii) have electronically sealed, stamped and/or or certified (“certified”) :
1.1 Paragon Not Responsible; Performance by Parties.
Paragon provides the Site and the Services as tools for parties other than Paragon to use to design, send, certify and share Component Designs. When you and any one or more other parties have a Component Design or derivative drawing generated through the Site and the Services certified, only you and your counterparties have rights and duties with respect to such Component Design. Paragon and its employees are not licensed engineers or architects, nor is Paragon a party to any such Component Design, and Paragon shall not have any liability or responsibility whatsoever with respect to the contents, accuracy, validity or enforceability of any such Component Design or the data upon which any calculations for the certification were based, the breach by any party in the performance of its obligations with respect to that Component Design, any dispute over payments made or payment information provided in or with respect to any such drawing or certification, or your failure to obtain the outcome you were seeking to achieve by sending such Component Design. If you purchase any services from a Certifying Professional (as defined below) with respect to a Component Design that is generated using the Site and the Services, then you must look solely to the Certifying Professional for delivery of those services, and Paragon will not have any obligation to perform any services that you purchase with respect to a Component Design or derivative drawing. If you are a Certifying Professional, you must look solely to your customer or counterparty for delivery of any compensation for your certification services. The sole customer support function provided by Paragon is to answer questions regarding the functions of the Site, and Paragon will not have any obligation to provide any customer support with respect to the substance or validity of any Component Design or certification thereon.
1.2 Consent.
Each time you send Component Designs using the Services provided by Paragon, you affirmatively consent to conducting electronic business transactions and the electronic certification of Component Designs by Certifying Professionals (as defined below) via the Services. You also confirm your ability to access information in the form that will be used to provide the information that is subject to your consent. If you are a consumer, you may have the right or option to have the Component Design provided or made available on paper or in nonelectronic form. You hereby agree that Paragon has no obligation to provide or make available on paper or other non-electronic form any Component Design which you send and that your counterparty is solely responsible for providing any Component Design on paper or in non-electronic form. After a Component Design (or portion thereof) that was generated using the Services has been certified, at no charge Paragon will provide you with the option to download and print a paper copy of such certified Component Design.
1.3 Withdrawing Consent.
If you wish to withdraw your consent to have the Component Design provided or made available in an electronic form, you must stop using the Services and notify any parties that are sending you Component Designs via the Services that you wish to use paper drawings. If you wish to withdraw your consent to third-party electronic certification of Component Designs via the Services, you must notify any engineer, architect, or other professional who is certifying Component Designs (a “Certifying Professional”) and sending such Component Designs to you via the Services that you wish to receive certified Component Designs in paper form. You agree that the Certifying Professional, rather than Paragon, is solely responsible for notifying you of any conditions, consequences (which may include termination of your relationship with such Certifying Professional), or fees in the event of such withdrawal. Any decision to consent or not consent to current or future transactions does not have an effect on the legality of any Component Designs, whether or not electronically certified via the Services, that you or your Certifying Professional have previously exchanged using Paragon’s Services. If you wish to update information needed for Paragon to contact you, you may login to your Paragon archive account and change your email address in your account settings.
1.4 Document Retention.
All of your Component Designs are archived indefinitely while your account remains in good standing. If your account terminates for any reason, your Component Designs may be deleted or rendered not accessible via the Services. When a drawing has received third-party electronic certification via the Services, you will receive the certified Component Design in Portable Document Format (.PDF) emailed to you (unless this option has been disabled in the drawing sender’s account). You agree that none of Paragon, its vendors, suppliers and licensors is responsible for any damages you may suffer or incur resulting from information or communication that is blocked by a spam filter and that you are solely responsible for implementing appropriate safeguards to secure your phone, computer or equipment and to back-up your information stored on each. You may login to your Paragon archive account, created for you after you have sent a drawing, to access and download your Component Design for a limited time in the future. You are solely responsible for retaining your Component Designs, and you hereby agree that Paragon shall have no liability for not retaining any Component Designs.
1.5 Disputes Under Agreements.
If any dispute arises between or among any Component Design sender and a Certifying Professional or other counterparty, whether or not that Component Design has been certified via Paragon’s Services, then Paragon shall not have any responsibility or liability whatsoever with respect to that dispute. Without limiting the generality of the foregoing, Paragon will not have any obligation to assist in mediating any such dispute, to locate any other party to such dispute, or otherwise to facilitate a resolution of the dispute.
1.6 Third-Party Resources.
Within the Site, Paragon may provide you with links or access to optional independent third-party tools, websites, and online resources (collectively, “Third-Party Resources”) solely as a convenience to users of the Site and the Services. Inclusion of a Third-Party Resource does not imply or constitute Paragon’s endorsement of the Third-Party Resource or any company, product or service. Third-Party Resources may not be reviewed and are not controlled by Paragon, and Paragon is not responsible for the content, availability, policies or practices of such Third-Party Resources. You must make your own independent determination regarding your interaction with these Third-Party Resources, and if you do decide to access or use those Third-Party Resources, you do so at your own risk. You acknowledge and agree that Paragon provides access to such THIRD-PARTY RESOURCES ‘as is’ without any warranties, representations, or conditions of any kind AS TO THOSE RESOURCES and without MAKING any endorsement OF THEM. Paragon shall have no liability whatsoever arising from or relating to your use of such THIRD-PARTY RESOURCES, which is your independent choice, and your use of such THIRD-PARTY RESOURCES shall be subject to and governed by the terms of use of such THIRD-PARTY RESOURCES.
1.7 Disclaimer Re Responsibility, Accuracy and Efficacy.
PARAGON AND ITS EMPLOYEES ARE NOT LICENSED ENGINEERS OR ARCHITECTS. ANY STATEMENTS OR INFORMATION MADE OR PROVIDED BY PARAGON ABOUT COMPONENT DESIGNS, TRUSSES, DRAWINGS, SPECIFICATIONS, LOAD CONDITIONS, SEALS, CERTIFICATION OF COMPONENT DESIGNS, OR OTHER MATTERS THAT REQUIRE THE SERVICES OF A LICENSED ENGINEER, ARCHITECT, OR OTHER LICENSED PROFESSIONAL ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY, ARE GENERAL IN NATURE, AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS PROFESSIONAL ADVICE OF ANY KIND FROM PARAGON OR ITS EMPLOYEES. PARAGON HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT ANY COMPONENT DESIGNS OR OTHER MATTERS THAT REQUIRE THE SERVICES OF A LICENSED ENGINEER, ARCHITECT, OR OTHER LICENSED PROFESSIONAL SENT OR CERTIFIED THROUGH PARAGON ARE ACCURATE OR COMPLIANT WITH ANY STANDARDS, REGULATIONS, OR CODES OF ANY KIND FROM ANY SOURCE, WHETHER PROFESSIONAL ASSOCIATION, GOVERNMENTAL BODY, OR OTHERWISE. IF YOU WISH TO VERIFY THE ACCURACY OR EFFICACY OF ANY COMPONENT DESIGNS OR OTHER MATTERS THAT REQUIRE THE SERVICES OF A LICENSED PROFESSIONAL THAT YOU SEND OR PLAN TO HAVE CERTIFIED USING PARAGON, THEN YOU SHOULD CONSULT A LICENSED ENGINEER OR OTHE PROFESSIONAL FOR APPROPRIATE ADVICE.
1.8 Disclaimer Re Certifying Professionals (Including Engineers).
PARAGON AND ITS EMPLOYEES ARE NOT LICENSED ENGINEERS OR ARCHITECTS. ANY STATEMENTS OR INFORMATION MADE OR PROVIDED BY PARAGON ABOUT CERTIFYING PROFESSIONALS OR PROFESSIONAL QUALIFICATIONS ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY, ARE GENERAL IN NATURE, AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS PROFESSIONAL ADVICE OR RECOMMENDATION OF ANY KIND. PARAGON HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT ANY CERTIFYING PROFESSIONAL OR OTHER COUNTERPARTY PERFORMING CERTIFICATION OR OTHER PROFESSIONAL SERVICES, WHETHER ENGINEERING OR OTHERWISE, USING PARAGON’S SERVICES IS QUALIFIED TO PERFORM SUCH SERVICES OR HOLDS ANY VALID LICENSE OR PERMIT TO PERFORM SUCH SERVICES. IF YOU WISH TO VERIFY THE QUALIFICATIONS OF ANY CERTIFYING PROFESSIONAL YOU INTEND TO USE FOR CERTIFICATION, THEN YOU SHOULD CONSULT A LICENSED ENGINEER OR OTHER PROFESSIONAL FOR APPROPRIATE ADVICE.
1.9 Disclaimer Re Legal Advice.
PARAGON AND ITS EMPLOYEES ARE NOT LICENSED ATTORNEYS. ANY STATEMENTS OR INFORMATION MADE OR PROVIDED BY PARAGON ABOUT THE VALIDITY OF ELECTRONIC CERTIFICATION OF COMPONENT DESIGNS ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY, ARE GENERAL IN NATURE, AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. NOT ALL COMPONENT DESIGNS THAT ARE IN ELECTRONIC FORM OR THAT ARE ELECTRONICALLY CERTIFIED ARE LEGALLY ENFORCEABLE. PARAGON HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT COMPONENT DESIGNS OR OTHER MATTERS THAT REQUIRE THE SERVICES OF A LICENSED ATTORNEY THAT ARE ELECTRONICALLY CERTIFIED THROUGH PARAGON ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER JURISDICTION. IF YOU WISH TO VERIFY THE VALIDITY, LAWFULNESS, OR ENFORCEABILITY OF ANY COMPONENT DESIGN OR OTHER MATTERS THAT REQUIRE THE SERVICES OF A LICENSED ATTORNEY YOU PLAN TO HAVE CERTIFIED USING PARAGON, THEN YOU SHOULD CONSULT A LICENSED ATTORNEY FOR APPROPRIATE LEGAL ADVICE.
1.10 Taxes.
You and your Certifying Professional agree that you are collectively responsible for (a) determining the amount of sales, use or other taxes that you may owe as a result of preparation or certification of any Component Design, and (b) collecting, reporting, and remitting any sales, use or other taxes required under applicable law. You agree that Paragon has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your Component Designs, and further agree to indemnify, defend and hold Paragon harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing.
1.11 Privacy.
YOU ACKNOWLEDGE, CONSENT AND AGREE THAT PARAGON SHALL, AND HEREBY AUTHORIZE PARAGON TO, COLLECT AND PROVIDE TO OTHER PARTIES INFORMATION THAT IS REASONABLY NECESSARY TO AUTHENTICATE YOUR IDENTITY FOR PURPOSES OF SHARING, SENDING OR CERTIFYING A COMPONENT DESIGN USING PARAGON, AND TO COMMUNICATE WITH YOU OR A RECIPIENT OF THE COMPONENT DESIGN AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THAT COMPONENT DESIGN. SUCH INFORMATION MAY INCLUDE, BUT IS NOT LIMITED TO, YOUR NAME, EMAIL ADDRESS, INTERNET PROTOCOL ADDRESS, SYSTEM PREFERENCES, BROWSER PREFERENCES, INSTALLED PLUG-INS, LOCAL STORAGE PREFERENCES, SCREEN RESOLUTION, LOCAL TIME ZONE, BIOMETRIC SIGNATURE, FONT LISTINGS, AND USER AGENT STRING. YOU HEREBY AGREE THAT PARAGON SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE COLLECTION OF SUCH INFORMATION, THE DISCLOSURE OF SUCH INFORMATION TO ANY OTHER PARTY, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY ANY OTHER PARTY.
1.12 Release.
You hereby waive and release Paragon and its members, parents, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors, employees, and agents (collectively the “Paragon Released Parties”) from all, and agree not to assert against any of the Paragon Released Parties any, claims, costs, damages or expenses arising from or relating to any of the matters described in the foregoing Sections 1.1 through 1.11, including but not limited to any such claims, costs, damages or expenses arising from or relating to any dispute with one or more other parties regarding any Component Design certified or sent using Paragon. The release under this Section 1.12 is intended to be a general release of all claims, including both known and unknown claims, and if you are a California resident, then you also hereby you waive any rights that you may have under California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
2. Other Services.
In addition to using the Services and the Site as a location for parties other than Paragon to design, send, certify and share Component Designs, the Services and Site may also be used more generally (i) to model structures and buildings, create truss layouts and generate truss designs, (ii) analyze such models, layouts and designs, (iii) create production line read-only views of components of trusses you have designed, and (iv) manage projects related to such endeavors. All such models, layouts and designs, component listings and project management details specific to your use of, and that are the output of your use of, the Services and the Site shall be licensed to you on a perpetual, royalty-free, worldwide basis for your use “as is” without warranty and subject to the disclaimer of warranties in Section 10 below. PARAGON AND ITS EMPLOYEES ARE NOT LICENSED ENGINEERS OR ARCHITECTS AND ANY SUCH OUTPUT IS PROVIDED “AS IS.” PARAGON DOES NOT WARRANT THAT ANY OUTPUT FROM THE SITE OR SERVICES WILL INTEGRATE WITH ANY PARTICULAR THIRD-PARTY SYSTEM OR SOFTWARE WITHOUT ERROR.
3. Paragon Content; Copyright and Trademark Notice.
All media, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, data, artwork and other content on the Site, made available through the Services, and within the Widgets (collectively, but not including any User Content, “Paragon Content”), including but not limited to the design, selection, arrangement, and coordination of such Paragon Content on the Site, is owned or licensed by or to Paragon, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in these Terms, no part of the Site and no Paragon Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Paragon’s prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses to any patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Paragon Content, and Paragon reserves all rights not expressly granted hereunder.
3.1
Use of the Site or Services for purposes of competitive intelligence is strictly prohibited and a violation of these Terms. If you access the Site and replicate on a competitive service any of the Site’s features, any portion of the Site’s user interface, or any other intellectual property displayed on the Site, you agree to pay damages, including but not limited to, liquidated damages in the amount of all revenue earned by your competitive service after the date material was copied from the Site.
3.2
Paragon, and all the other marks, custom graphics, icons, logos and service names on the Site are the trademarks and service marks of Paragon or its licensors. The use of any such trademark or service mark without Paragon’s express written consent is strictly prohibited.
3.3
No part of the Site or these Terms is intended or shall be construed as professional or legal advice. Neither Paragon nor any of its content providers shall be liable for any errors or omissions in the Paragon Content or for any actions taken in reliance thereon.
4. User Content.
All information (other than personal information, which is governed by our Privacy Policy), including media, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork, data, and other materials that you submit or make available to Paragon in connection with using the Services through the Site or otherwise is referred to in these Terms as “User Content.” As it relates to you and Paragon, you own all User Content, provided that you acknowledge and agree that anonymized User Content shall be considered owned by and may be used by Paragon separately from the Services for any purpose, including to improve quality and performance and generate related reports, and for product and services development, provided that non-anonymized User Content remains subject to the confidentiality provisions set forth herein, and provided, further, that any specific anonymized User Content may be combined with other anonymized User Content and commercialized, sold or otherwise used for any internal or external purpose by Paragon.
4.1
For all User Content, you represent and warrant that you own or have the right and permission, without the need for payment to any other person or entity, to grant the rights and licenses granted under these Terms to the User Content, and that such User Content does not infringe or otherwise violate the copyright, trademark, trade secret, patent, privacy or other intellectual property or other rights of any third party. You agree to indemnify, defend, and hold Paragon and its members, parents, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors, employees, and agents harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against them by any third party arising out of or in connection with their use or exploitation of your User Content.
4.2
Paragon generally does not pre-screen, monitor or edit any User Content. However, Paragon and its agents have the right, at their sole discretion, to remove at any time any content that, in Paragon’s judgment, does not comply with these Terms or is otherwise harmful, objectionable or inaccurate. Paragon is not responsible for any failure or delay in removing such content. Paragon shall have the right, but not the obligation, to monitor the Content, including postings and communications, to determine compliance with these Terms and any operating rules established by Paragon and to satisfy any law, regulation or authorized government request.
5. Registration; Customer Accounts; Use of Site, Services and Widgets.
You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify Paragon immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Paragon or any other user of the Site, Services or Widgets due to someone else using your password or customer account.
5.1 Use of Passwords.
You may not use anyone else’s password or customer account at any time or attempt to gain unauthorized access to the Site, Services or Widgets. You agree to provide us with accurate, current and complete information about yourself and your billing/payment information as prompted by the registration process or any conversion and redemption process. You may update any of your account information by following the procedures set forth on the Site or Widgets. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, index, manipulate, test or monitor any portion of the Site, Services or Widgets or any Paragon Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site, Services or Widgets or any Paragon Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site or Widgets. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, Services or Widgets or any of the systems or networks comprising or connected to the Site, Services or Widgets.
5.2 Termination of Access; Modifications.
Paragon reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice. Paragon reserves the right at any time to modify the provisions of its Terms of Use. Paragon shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. You also agree that Paragon may, in its sole discretion and without prior notice to you, terminate your access to the Site, Services or Widgets and your account for any reason, including without limitation: (a) any attempts to overcome any software security features limiting use of or protecting any Paragon Content, (b) discontinuance or material modification of the Site or any service offered on or through the Site, Services or Widgets, (c) any suspected or actual violation of these Terms, (d) suspected or actual copyright infringement, (e) unexpected operational difficulties, (f) inactivity for more than 12 months, or (g) requests by law enforcement or other government agencies. You agree not to use the Site, Services, or Widgets to collect credit card numbers, unless you enable and utilize the Stripe payment processing integration for all credit card collection in documents. You agree not to submit to or store in the Site, Services, or Widgets any Protected Health Information under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) unless you have informed Paragon in advance and executed a Business Associate Agreement in the form provided by Paragon. Without limiting any of its rights or remedies, if Paragon determines that you have directly or indirectly attempted or committed fraudulent activity with respect to Paragon, Paragon may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law. You agree that Paragon will not be liable to you or to any third party for termination of your account and/or access to the Site, Services or Widgets. For purposes of clarity, upon any termination of your account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of these Terms shall survive such account termination.
5.3 Payment for Services
(a) Users.
If you are a user of the Services, in consideration for the provision of the Services by Paragon and the rights granted to you under these Terms, you will pay the applicable fees and charges for the Services in accordance with the pricing and initial terms agreed upon by you with a Paragon representative when you subscribed for the Services. Such fees and charges may be paid by ACH Transaction, check or such other means as is permitted under terms and conditions published from time to time on the Site. Upon the termination of your initial term for the Services, the subscription term shall be automatically renewed for successive terms of the same length as initially established unless either party delivers a written notice to the other at least thirty (30) days prior to the end of the then-current term as provided for herein. Fees and charges for the Services are subject to change upon 30 days’ notice. Your account will be charged at the end of each month for that month’s applicable fees and charges. If you cancel your subscription, such cancellation will be effective on the first of the following month and no future monthly fee shall be charged. To cancel your subscription, you must send your request in writing to help@paragontruss.com, and the request must be sent from the email address associated with the owner of the account. You will receive a cancellation confirmation via email from Paragon support. If you do not receive such confirmation, your request was not received nor processed.
(b) Certifying Professionals.
If you are a Certifying Professional, Paragon will invoice you for the cost of each Component Design certified and sealed using Paragon’s Portable Document Format (.PDF) tool.
5.4 Requirements.
The hardware and software requirements for access to the Services and the Site, and retention of Component Designs, are as follows:
(a) Operating Systems: Latest stable Windows version or latest stable macOS version;
(b)Browsers: Latest stable Google Chrome version; and
(c)Screen Resolution: 1280 x 800 minimum.
If you are a user and these requirements change after you have received a Component Design using the Services in such a way that there is a material risk that you will not be able to access or retain such Component Design, Paragon will provide you with a statement of the revised hardware and software requirements for access to and retention of your Component Designs and the right to withdraw your consent without the imposition of any fees for such withdrawal and without the imposition of any condition or consequence that was not previously disclosed to you. In addition, Paragon will provide you notice of the new requirements for hardware and software requirements for access to and retention of your Component Designs and will require your consent or confirmation in a manner that reasonably demonstrates that you can access information in the electronic form that will be used to provide the information that is the subject of the consent.
6. Consent to Collection, Use & Disclosure of Your Personal Information.
As more fully described in our Privacy Policy, you must disclose certain Personally Identifiable Information to use our Site, Services or Widgets. As a condition of using or registering with our Site, Services or Widgets or using any service offered on or in connection with the Site, you represent that you have first read our Privacy Policy and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy, which is incorporated herein. Our Privacy Policy will change from time to time. While Paragon takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. If you send forms via the Site in order to collect sensitive information, you accept and agree that there are certain ways the privacy of such information could be compromised, including but not limited to unauthorized access to the completed documents sent as email attachments to all parties after document execution. IN NO EVENT SHALL PARAGON OR ITS MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT, STATUTE OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER PARAGON WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE, AND YOU HEREBY WAIVE ANY RIGHT TO SUCH DAMAGES TO THE FULLEST EXTENT AVAILABLE UNDER LAW.
7. Consent To Our Communication With You By E-Mail. By establishing an account with us, you grant permission for Paragon to contact you at your e-mail address.
7.1 Opting Out.
To stop receiving our marketing emails, send an e-mail to us at help@paragontruss.com or follow the opt-out procedures set forth in such marketing emails. Please note that Paragon will still need to communicate with you via email regarding your transactions and other account related issues, and that these emails are not marketing emails and are not eliminated through the foregoing opt-out procedures.
7.2 Use of Paragon Content and Communicating with other Users.
By use of the Services or Paragon Content to certify Component Designs, you are authorizing Paragon to imprint thereon your seal, stamp and/or signature and that of any other parties who provide us such authorization, to distribute copies of the certified version of such Component Design to you and such other parties, and to publish a publicly-available version of such Component Design on the Site. Paragon will not make any other use of such drawing without your prior written authorization.
8. Feedback and Publicity.
You agree that feedback you provide concerning Paragon will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that Paragon may publicly post your feedback without any payment or other obligation to you. You agree that Paragon may edit your feedback in any way that Paragon sees fit and that Paragon may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you. You agree that any comments you make regarding Paragon via email to us, on our contact form, or on our forums may be used as testimonials on the site and in our advertising without any payment or other obligation to you. You grant Paragon the right to include you and/or the company or organization you represent, including publicly available logos or photographs, as a customer on the Paragon website and blog, and in email newsletters and other promotional materials. You can deny Paragon this right by submitting a written request via email to help@paragontruss.com, requesting to be excluded from promotional material. Confirmation of such denial (via reply email) must be received prior to subscribing to the Paragon service for this exclusion to be effective. Should you come to be or already be included in Paragon promotional material, as a result of any prior subscription where you did not request exclusion from promotional material, you can at any point in time, submit a written request via email to help@paragontruss.com to have Paragon remove your name from electronic promotional material, but not printed promotional material. Upon receipt of such request, Paragon will remove any reference to you or your company from such electronic promotional material within 30 days and make no further electronic reference to you or your company, though we may continue to use existing printed materials with such references until they are used up.
9. Indemnification for Your Breach of Terms of Use.
You agree to indemnify and hold harmless Paragon and its members, parents, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors, employees, and agents from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or related to any claim, demand, or allegation which if true would constitute your violation of these Terms, or your violation, infringement or misappropriation of any law, regulation or third-party right.
10. Disclaimer of Warranties.
THE SITE, SERVICES, WIDGET(S), PARAGON CONTENT, DATA, AND INFORMATION ARE PROVIDED “AS IS.” PARAGON EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE SITE, THE SERVICES OR WIDGET(S), INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, OR LACK OF VIRUSES. PARAGON DOES NOT WARRANT THAT ANY OUTPUT FROM THE SITE OR SERVIES WILL INTEGRATE WITH ANY PARTICULAR THIRD PARTY SYSTEM OR SOFTWARE WITHOUT ERROR.
11. Limitation of Liability.
THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE, THE SERVICES, WIDGET(S), THE USE OF ANY PRODUCTS AND/OR SERVICES PURCHASED FROM SELLERS, AND/OR THE USE OF ANY PARAGON CONTENT REMAINS WITH YOU. IN NO EVENT SHALL PARAGON, ITS LICENSORS, OR ANY OF OUR OR THEIR MEMBERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF: THIS TERMS OF USE; THE USE OF OR INABILITY TO USE THE SITE, SERVICES, WIDGET(S); ANY AND ALL INTERACTIONS OR COMMUNICATIONS WITH ANY VISITOR OR END USER; ANY PRODUCTS, SERVICES, OR PARAGON CONTENT PROVIDED ON OR THROUGH THE SITE, SERVICES, OR WIDGET(S); DELAY IN USE OF THE SITE, SERVICES OR WIDGET(S); THE PROVISION OF OR FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES; ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR PARAGON CONTENT ON OR OBTAINED THROUGH THE SITE, THE SERVICES, OR WIDGET(S); OR ANY ALLEGED HARM OTHERWISE ARISING OUT OF THE USE OF THE SITE, THE SERVICES, OR WIDGETS(S). THIS LIMITATION OR LIABILITY AND ASSUMPTION OF RISK APPLIES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY THAT PARAGON SHALL HAVE IN THE AGGREGATE IS LIMITED TO THE LESSER OF (A) THE FIRST TRANSACTIONAL AMOUNT (PURCHASE OR SALE) MADE BY YOU PAYABLE TO PARAGON, OR (B) FIFTY US DOLLARS. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, ASSUMPTION OF RISK, DISCLAIMERS OF WARRANTIES, AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT YOU AGREE TO THESE LIMITATIONS AND ASSUMPTIONS OF RISK WILLINGLY, KNOWINGLY, AND WITHOUT DURESS OR COERCION IN EXCHANGE FOR THE BENEFITS PROVIDED BY PARAGON.
You agree that neither Paragon nor its vendors, suppliers or licensors are responsible for any damages you may suffer or incur resulting from: (a) anything done or not done by another person; (b) providing or failing to provide the Services, including, but not limited to, deficiencies or problems with internet coverage (including interrupted service; (c) web content or information accessed on our Site or while using our Service; (d) any inaccurately rendered Component Design, (e) information or communication that is blocked by a spam filter, (f) damage to your computer, phone or any computer or equipment connected to your phone, or damage to or loss of any information stored on your computer, phone, or equipment from your use of the Services or from viruses, worms, or downloads of malicious content, materials, data, text, images, video or audio; or (i) things beyond the control of Paragon, including acts of God (for example, weather-related phenomena, fire, earthquake, hurricane, etc.), riot, strike, war, terrorism or government orders or acts. You should implement appropriate safeguards to secure your computer, phone, or equipment and to back-up your information stored on each.
12. Policy to Terminate Privileges for Copyright Infringement.
Pursuant to 17 U.S.C. 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), Paragon will terminate the account of any customer, or vendor who uses his or her privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to Paragon and later confirmation through court order or an admission by the customer that an account has been an instrument of unlawful infringement, Paragon will terminate the infringing customer’s account. Paragon in its sole discretion also may terminate a customer’s account privileges prior to that time when Paragon has conclusively confirmed that infringement has occurred. In addition, pursuant to 17 U.S.C. 512(c), Paragon has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Paragon respects the intellectual property of others and we ask you to do the same. If you believe that your copyright has been infringed through the Site, please contact us via mail at: Paragon Component Systems, LLC, PO Box 145, Lookout Mtn. TN, 37350 Attn: Legal.
13. Miscellaneous.
No delay or failure to take action under these Terms shall constitute any waiver by Paragon of any provision of these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then the remainder of such provision and these Terms shall be enforced to that maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect. These Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms shall be null and void. Paragon may freely assign these Terms without consent or notice. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of Paragon and you and its and your respective successors and assigns. Any claim under these Terms must be brought within one (1) year after the cause of action arises. These Terms shall be governed by the laws of the State of Tennessee without regard to or application of any conflict of laws provisions. You acknowledge that these Terms have been entered into, and performance under these Terms shall occur, in the City of Chattanooga, Tennessee, and therefore hereby consent to the exclusive jurisdiction of the State Courts in and for Hamilton County, the State of Tennessee, and the United States Federal District Court in and for the Eastern District of Tennessee to the extent claims may be brought in court. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in without the posting of a bond), any dispute arising under this Agreement shall be adjudicated exclusively via binding arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (JAMS) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Chattanooga, Tennessee, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to its costs and reasonable attorneys’ fees. These Terms constitute the complete and exclusive agreement between Paragon and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein. No representations made outside this Terms of Use was relied on in entering into them. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THE TERMS YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY.
