Ashcroft Inc.'s web site is the interactive on-line service operated by Ashcroft Inc.,
consisting of information services and content provided by Ashcroft Inc., affiliates of
Ashcroft Inc., subsidiaries or Ashcroft Inc. and other third parties. "User" means each
person who establishes or accesses a connection ("Account") for access to and use of
Ashcroft Inc.'s web site.
(A) This Agreement, which incorporates by reference other provisions applicable to use
of Ashcroft Inc.'s web site sets forth the terms and conditions that apply to use of
Ashcroft Inc.'s web site by User. By using Ashcroft Inc.'s web site (other than to read this
Agreement for the first time), User agrees to comply with all of the terms and conditions
hereof. The right to use Ashcroft Inc.'s web site is personal to User and is not
transferable to any other person or entity. User is responsible for all use of User's
Account (under any screen name or password) and for ensuring that all use of User's
Account complies fully with the provisions of this Agreement. User shall be responsible
for protecting the confidentiality of User's Account and password(s), if any.
(B) Ashcroft Inc. shall have the right at any time to change or discontinue any aspect or
feature of Ashcroft Inc.'s web site, including, but not limited to, content, hours of
availability, and equipment needed for access or use.
3. Changed Terms.
Ashcroft Inc. shall have the right at any time to change or modify the terms and
conditions applicable to User's use of Ashcroft Inc.'s web site, or any part thereof, 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
Ashcroft Inc.'s web site, or by electronic or conventional mail, or by any other means by
which User obtains notice thereof. Any use of Ashcroft Inc.'s web site by User after such
notice shall be deemed to constitute acceptance by User of such changes, modifications
User shall be responsible for obtaining and maintaining all telephone, computer
hardware and other equipment needed for access to and use of Ashcroft Inc.'s web site
and all charges related thereto.
5. User Conduct.
(A) User shall use Ashcroft Inc.'s web site for lawful purposes only. User shall not post
or transmit through Ashcroft Inc.'s web site any material which violates or infringes in any
way upon the rights of others, which is unlawful, threatening, abusive, defamatory,
invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise
objectionable, which encourages conduct that would constitute a criminal offense, give
rise to civil liability or otherwise violate any law, or which, without Ashcroft Inc.'s express
prior approval, contains advertising or any solicitation with respect to products or
services. Any conduct by a User that in Ashcroft Inc.'s discretion restricts or inhibits any
other User from using or enjoying Ashcroft Inc.'s web site will not be permitted. User
shall not use Ashcroft Inc.'s web site to advertise or perform any commercial solicitation,
including, but not limited to, the solicitation of users to become subscribers of other online
information services competitive with Ashcroft Inc.'s web site.
(B) Ashcroft Inc.'s web site contains copyrighted material, trademarks and other
proprietary information, including, but not limited to, text, software, photos, video,
graphics, music and sound, and the entire contents of Ashcroft Inc.'s web site are
copyrighted as a collective work under the United States copyright laws. Ashcroft Inc.
owns a copyright in the selection, coordination, arrangement and enhancement of such
content, as well as in the content original to it. User may not modify, publish, transmit,
participate in the transfer or sale, create derivative works, or in any way exploit, any of
the content, in whole or in part. User may download copyrighted material for User's
personal use 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 Ashcroft, Inc.
and the copyright owner. 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. User acknowledges that it does not
acquire any ownership rights by downloading copyrighted material.
(C) User shall not upload, post or otherwise make available on Ashcroft Inc.'s web site
any material protected by copyright, trademark or other proprietary right without the
express permission of the owner of the copyright, trademark or other proprietary right
and the burden of determining that any material is not protected by copyright rests with
User. User shall be solely liable for any damage resulting from any infringement of
copyrights, proprietary rights, or any other harm resulting from such a submission. By
submitting material to any public area of Ashcroft Inc.'s web site, User automatically
grants, or warrants that the owner of such material has expressly granted Ashcroft Inc.
the royalty-free, perpetual, irrevocable, non-exclusive right and license to use,
reproduce, modify, adapt, publish, translate and distribute such material (in whole or in
part) worldwide and/or to incorporate it in other works in any form, media or technology
now known or hereafter developed for the full term of any copyright that may exist in
such material. User also permits any other User to access, view, store or reproduce the
material for that User's personal use. User hereby grants Ashcroft Inc. the right to edit,
copy, publish and distribute any material made available on Ashcroft Inc.'s web site by
(D) The foregoing provisions of Section 5 are for the benefit of Ashcroft Inc., its
subsidiaries, affiliates and its third party content providers and licensors and each shall
have the right to assert and enforce such provisions directly or on its own behalf.
6. Disclaimer of Warranty; Limitation of Liability.
(A) USER EXPRESSLY AGREES THAT USE OF ASHCROFT INC.'S WEB SITE IS AT
USER'S SOLE RISK. NEITHER ASHCROFT INC., ITS AFFILIATES NOR ANY OF
THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS
OR LICENSORS WARRANT THAT ASHCROFT INC.'S WEB SITE WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS
TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ASHCROFT INC.'S
WEB SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY
INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH ASHCROFT
INC.'S WEB SITE.
(B) ASHCROFT INC.'S WEB SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN
THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION,
RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS
(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY
CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION
OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD,
WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE,
OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY
ACKNOWLEDGES THAT ASHCROFT INC. IS NOT LIABLE FOR THE DEFAMATORY,
OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND
THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH
(D) IN NO EVENT WILL ASHCROFT INC., OR ANY PERSON OR ENTITY INVOLVED
IN CREATING, PRODUCING OR DISTRIBUTING ASHCROFT INC.'S WEB SITE OR
THE ASHCROFT INC.'S WEB SITE SOFTWARE, BE LIABLE FOR ANY DAMAGES,
INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE ASHCROFT INC.'S WEB SITE. USER HEREBY ACKNOWLEDGES
THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON
ASHCROFT INC.'S WEB SITE.
(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER ASHCROFT INC.
NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS
SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY
ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR
UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED
WITHIN ASHCROFT INC.'S WEB SITE, OR FOR ANY DELAY OR INTERRUPTION IN
THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES
ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING
PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY
NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR
CONSEQUENTIAL DAMAGES. NEITHER, ASHCROFT INC., NOR ITS AFFILIATES,
INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR
GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF
THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE
RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
(F) THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR
ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT. ASHCROFT
INC. DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR QUALITY OF ANY
COMPUTER PROGRAM OR INFORMATION. ASHCROFT INC. DISCLAIMS ANY
WARRANTY OF INFORMATIONAL ACCURACY OR INFORMATIONAL CONTENT.
THERE IS NO WARRANTY THAT THIS INFORMAITON OR EFFORTS WILL FULFILL
ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. THIS INFORMATION AND
ANY PROGRAM IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH
(G) If any PRODUCTS or services are purchased or obtained from Ashcroft Inc. or its
distributors, Ashcroft Inc.'s Standard Terms of Sale, Warranty, and Limitation of Liability
shall apply to all such sales or provisions of service. Products and services are
guaranteed to be free from defects in workmanship and materials for a period of one
year from the date of delivery thereof. THERE ARE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND
THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER'S
LIABILITY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF ANY
DEFECTIVE PRODUCTS OR SERVICES, OR REFUND OF AN EQUITABLE PORTION
OF THE PURCHASE PRICE, AND THE PARTIES AGREE THAT THIS SHALL BE THE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY. SELLER SHALL NOT BE LIABLE,
IN ANY EVENT, FOR LOSS OF PROFITS, BUSINESS LOSSES, INCIDENTAL OR
Ashcroft Inc. shall have the right, but not the obligation, to monitor the content of
Ashcroft Inc.'s web site, including chat rooms and forums, to determine compliance with
this Agreement and any operating rules established by Ashcroft Inc. and to satisfy any
law, regulation or authorized government request. Ashcroft Inc. shall have the right in its
sole discretion to edit, refuse to post or remove any material submitted to or posted on
Ashcroft Inc.'s web site. Without limiting the foregoing, Ashcroft Inc. shall have the right
to remove any material that Ashcroft Inc., in its sole discretion, finds to be in violation of
the provisions hereof or otherwise objectionable.
User agrees to defend, indemnify and hold harmless Ashcroft Inc., 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 Ashcroft Inc.'s web site by
User or User's Account.
Either Ashcroft Inc. or User may terminate this Agreement at any time. Without limiting
the foregoing, Ashcroft Inc. shall have the right to immediately terminate User's Account
in the event of any conduct by User which Ashcroft Inc., in its sole discretion, considers
to be unacceptable, or in the event of any breach by User of this Agreement. The
provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive
termination of this Agreement.
10. Trademarks and Copyrights.
ActionLine®, Ashcroft®, Digigauge®, Digitest®, Duradrive, Duragauge®, Duralife®,
Duratemp®, Duratran®, Duratube™, Easy Zero™, Ebro®, Everyangle™, FlutterGuard™,
Gauge Saver®, Gold Servicesm, Heise®, Maxitest®, Maxivision®, MicroSpan™,
MiniGauge®, Monobridge™, PLUS! ™, PowerFlex™, Quick-Select™, Si-Glas™,
SpoolCal™, True Zero™, Weksler®, Willy®, Xacta® and Xmitr™ (and each of their logos)
are trademarks of Ashcroft Inc. All rights reserved. All other trademarks appearing on
Ashcroft Inc.'s website are the property of their respective owners.
11. Third Party Content.
Ashcroft Inc. is a distributor (and not a publisher) of content supplied by third parties and
Users. Accordingly, Ashcroft Inc. has no more editorial control over such content than
does a public library, bookstore, or newsstand. Any opinions, advice, statements,
services, offers, or other information or content expressed or made available by third
parties, including information providers, Users or any other user of Ashcroft Inc.'s web
site, are those of the respective author(s) or distributor(s) and not of Ashcroft Inc. Neither
Ashcroft Inc. nor any third-party provider of information guarantees the accuracy,
completeness, or usefulness of any content, nor its merchantability or fitness for any
particular purpose. (Refer to Section 6 above for the complete provisions governing
limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through Ashcroft Inc.'s web site represents the
opinions and judgments of the respective information provider, User, or other user not
under contract with Ashcroft Inc. Ashcroft Inc. neither endorses nor is responsible for the
accuracy or reliability of any opinion, advice or statement made on Ashcroft Inc.'s web
site by anyone other than authorized Ashcroft Inc. employee spokespersons while acting
in their official capacities. Under no circumstances will Ashcroft Inc. be liable for any loss
or damage caused by a User's reliance on information obtained through Ashcroft Inc.'s
web site. It is the responsibility of User to evaluate the accuracy, completeness or
usefulness of any information, opinion, advice or other content available through
Ashcroft Inc. interactive. Please seek the advice of professionals, as appropriate,
regarding the evaluation of any specific information, opinion, advice or other content.
This Agreement and any operating rules for Ashcroft Inc.'s web site established by
Ashcroft Inc. 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. 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.
13. 13. Confidential Information.
(A) The term Confidential Information as used herein means information, knowledge of
data of an intellectual, technical, scientific, commercial, or industrial nature relating to
technology, inventions, concepts, processes, designs, improvements, trade secrets, and
other information of a similar nature in which Ashcroft Inc. has a confidential interest or
has a legal duty to protect. Without limiting the generality of the foregoing, Confidential
Information shall include any idea, finding, research, data specification, technique,
algorithm, architecture, know-how, design, plan, drawing, sketch, product schematic,
document, manual, report, study, photograph, sample, program, source code, prototype,
customer list, price list, product description, business plan, marketing plan, financial
information, or work in process. Confidential information shall also include the oral
disclosure of Confidential Information, or other documentation or information, given to
User by Ashcroft Inc.
(B) For a period of five (5) years from the date of receipt of Confidential Information, the
receiving party shall not disclose it to any other person, firm or corporation except as
provided herein, shall not use it commercially, and shall use the same degree of care to
avoid publication or dissemination of such information as the receiving party employs
with the respect to its own information which it deems proprietary or confidential. Such
information shall not be deemed Confidential Information and the receiving party shall
have no obligation with respect to any such information which:
(i) is already known to the User without an obligation to keep it confidential; or
(ii) is or becomes publicly known through no wrongful act of User; or
(iii) is rightfully received from a third party without restrictions and without breach of this
(iv) is approved for release by written authorization of Ashcroft Inc..