TERMS OF USE

The following are terms of a legal agreement between you (the “User”) and Northrop Grumman Sperry Marine B.V. and its subsidiaries and affiliates (hereinafter “NGSM” or ”Sperry Marine”). By accessing, browsing and/or using this site (“Site”), you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations and any applicable laws of the country where you reside.

User Conduct
(A) The User shall use Sperry Marine's Website and System (hereinafter known as the System) for lawful purposes only. User shall not post or transmit through the System 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 Sperry Marine's express prior approval, contains advertising or any solicitation with respect to products or services except as may be allowed for within the guidelines set forth for the System. Any conduct by a User that in Sperry Marine's discretion restricts or inhibits any other User from using or enjoying the System will not be permitted. User shall not use the System to advertise or perform any commercial solicitation (except as otherwise noted), including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with the System.

(B) User shall not upload, post or otherwise make available on the System 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 the System, User automatically grants, or warrants that the owner of such material has expressly granted Sperry Marine 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. Any transmission to this Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Sperry Marine and  its subsidiaries and affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. User also permits any other User to access, view, store or reproduce the material for that User's personal use.

(C) The foregoing provisions of this Section are for the benefit of Sperry Marine, 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.

Disclaimer of Warranty; Limitation of Liability
(A) THE USER EXPRESSLY AGREES THAT USE OF THE SYSTEM AND ANY ITEMS DOWNLOADED OR ACCESSED THROUGH IT IS AT USER'S SOLE RISK. NEITHER Sperry Marine, ITS SUBSIDIARIES AND AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SYSTEM AND ACCESS TO THE MATERIAL CONTAINED WITHIN IT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SYSTEM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SYSTEM. Sperry Marine HAS NOT REVIEWED ALL OF THE SITES LINKED TO THE SYSTEM AND IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY OFF-SITE PAGES OR ANY OTHER SITES LINKED TO THE SITE.

(B) Sperry Marine's SYSTEM 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 AGREEMENT. Sperry Marine MAKES NO REPRESENTATION THAT MATERIALS IN THE SITE ARE LEGALLY ACCESSIBLE FROM ANY PARTICULAR LOCATION AND ACCESS TO THEM FROM TERRITORIES WHERE THEIR CONTENTS ARE ILLEGAL IS PROHIBITED. THE USE AND BROWSING OF THIS SITE, OR ANY LINKS CONTAINED THEREIN, IS STRICTLY AT THE USER’S RISK.

(C) UNDER NO CIRCUMSTANCES SHALL Sperry Marine OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING Sperry Marine’s WEB CONTENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF Sperry Marine OR A Sperry Marine AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Sperry Marine ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF ACCESS TO, USE OF, OR BROWSING IN THE SITE OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. 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 Sperry Marine IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SYSTEM.

(D) UNDER NO CIRCUMSTANCES SHALL Sperry Marine OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING Sperry Marine’s WEB CONTENT 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 THE SYSTEM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NEITHER Sperry Marine, NOR ITS SUBSIDIARIES AND AFFILIATES OR INFORMATION PROVIDERS 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 PROVIDED ON THE SYSTEM.

Indemnification
User agrees to defend, indemnify and hold harmless Sperry Marine, its parent, subsidiaries and 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 Sperry Marine's System by the User or the User's Account.

Miscellaneous
(A) The copyright in all material provided on this Site is held by Sperry Marine, its subsidiaries and affiliates or by the original creator of the material. None of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Sperry Marine or the copyright owner; provided, however, that permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only provided the materials are not modified and all copyright and other proprietary notices contained in the materials are retained. This permission terminates automatically upon the breach of any of these terms or conditions at which time any downloaded and/or materials printed from the Site must be immediately destroyed.
(B) Downloads and Video Trainings

B.1 Use and modification of AutoCAD drawing files

a) Sperry Marine grants a right to registered Users, including but not limited to Users acting as System Integrators, to download AutoCAD files from the Site and a non-exclusive licence to use the downloaded AutoCAD files solely for the purpose of systems integration and to provide a template for modifications to such AutoCAD files for the duration of the Project.
b) Authorized modifications by the User and / or System Integrator are limited to:

• Addition of Customer drawing numbers,
• Addition of System Integrator drawing numbers,
• Addition of Yard drawing numbers,
• Addition of cable types,
• Addition of cable numbers,
• Addition of Customer office locations,
• Addition of Customer comments and
• Addition of complementary information regarding non-Sperry Marine Equipment,

hereinafter referred to as “Authorized Modifications”.

c) Where any Authorized Modifications are made to the AutoCAD files by the User, the following information must be included within the modified AutoCAD file in each case:

• User’s company name, address and contact information,
• User’s drawing number
• Revision history information, and
• Person(s) responsible for the Modifications made and approval of changes made by User.

d) The configurations illustrated in AutoCAD files are technically approved.  The Authorized Modifications are the only modifications that are permitted to be made to the AutoCAD files and Sperry Marine accepts no liability or responsibility for any modifications made in breach of these Terms.   

Sperry Marine does not accept and hereby excludes any liability for any Modifications and the User shall be solely responsible for the revision, maintenance and update of such Modifications.
Responsibility and Liability for  the modifications and the modified AutoCAD files will rest solely with the party integrating the system.

e) Sperry Marine is the owner or licensee of all intellectual property rights in the site and the material published on it, including, without limitation, the AutoCAD files.  All such works are protected by copyright laws and treaties around the world and all such rights are reserved by Sperry Marine.  The User shall not modify or remove any copyright or proprietary notices on the AutoCAD files and shall reproduce such notices on any downloaded extracts it may make in the form in which they appear on the original.

f) All intellectual property rights, title and interest in and to any Authorized Modifications shall be the exclusive property of Sperry Marine and Sperry Marine shall grant to the User a non-exclusive licence to use such Authorized Modifications solely for the purpose of systems integration and project specific requirements for the duration of the Project. User agrees, upon request, to assign the appropriate intellectual property rights in such Authorized Modifications to Sperry Marine so that Sperry Marine may perfect its ownership rights in the Authorized Modifications.

g) The distribution of the AutoCAD files, whether modified or unmodified, is limited to the User and the Project related parties only.  Distribution to any other parties is strictly prohibited unless expressly authorized by Sperry Marine.

h) The AutoCAD files displayed on the Site are provided without any guarantee, conditions or warranties as to accuracy.  To the extent permitted by law, Sperry Marine hereby excludes:

• all conditions, warranties and other terms which mightl otherwise be implied by statute, common law or the law of equity;
• any liability for any direct, indirect or consequential loss or damage incurred by any User in connection with its use of the AutoCAD files including:
  • loss of income or revenue,
  • loss of business,
  • loss of profit,
  • loss of anticipated savings, or
  • loss of data,

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to tangible property or other claims for direct financial loss that are not excluded by any of the categories set out above.

i) If the User downloads or distributes the AutoCAD files in breach of these Terms, the User’s right to use the Site will cease immediately and the User must, at Sperry Marine’s option, return or destroy any copies of the AutoCAD files in its possession.

B.2 Use of Training Videos
a. Training Videos available via the Sperry Marine Site are the property of Sperry Marine and Sperry Marine is the owner and licensee of all intellectual property rights in the site and the material published on it, including, without limitation, the Training Videos.
b. The Training Videos are provided for demonstrational and promotional purposes only.  The Training Videos are not to be used for commercial purposes by the User and should not be replicated or copied without the written permission of Sperry Marine.  The Training Videos are provided without any guarantee, conditions or warranties as to accuracy.  To the extent permitted by law, Sperry Marine hereby excludes:

• all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
• any liability for any direct, indirect or consequential loss or damage incurred by any User in connection with its use of the AutoCAD files including:
  • loss of income or revenue,
  • loss of business,
  • loss of profit,
  • loss of anticipated savings, or
  • loss of data,

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to tangible property or other claims for direct financial loss that are not excluded by any of the categories set out above.

b. Should the User wish to confirm the current technical accuracy of the content of the Training Videos, they should contact Sperry Marine using the contact details provided on the Site.
 
(C) The trademarks, service marks, and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Sperry Marine and others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner. The names "Sperry", "Sperry Marine," "Sperry Marine Inc.", or "Northrop Grumman" or the Sperry Marine or Northrop Grumman logos may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission. Sperry Marine prohibits use of the Sperry Marine logo as a "hot" link to any Sperry Marine site unless establishment of such a link is approved in advance by Sperry Marine in writing.

(D) This Agreement and any operating rules for the System established by Sperry Marine 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 Germany. 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.

(E) Sperry Marine may at any time revise these Terms of Use by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use to which you are bound.