1. Purpose and Effect of this Agreement
This Agreement is legally binding and sets out the rights and obligations of Messer ("Messer" "we" or "us") and you, in relation to your use of NSC ONLINE (hereinafter called the "Site") and the services offered through the Site (the "Services"). By registering with us and/or using the Site, you agree to be bound by the terms of this Agreement.
To indicate your acceptance of these terms and conditions, please read them before completing your registration. By completing the registration, you warrant that you have the legal capacity to enter into this Agreement, including, without limitation, that you are at least 18 years old. Messer may amend this Agreement from time to time. Any changes we make will be effective seven (7) days after notice of any change is provided to you, which may be done by means including, without limitation, a posting on the Site or via electronic mail. If you object to any such changes, you must notify us prior to such changes coming into effect, and from the date when the changes take effect you must cease to use the Site. Your use of the Site after notice is provided to you will be deemed an acceptance of such changes. It is your responsibility to ensure that you are aware of, read and understand any amendments to this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.
3. Misuse and Prohibited Uses of the Site
3.1 Misuse of the Services
3.2 Prohibited Uses
You are responsible for ensuring that your use of the Site is in compliance with any applicable laws or regulations. You agree not to:
Because we host a feedback function on the Site and therefore may receive material from you, we need to obtain certain rights in those materials. By sending or transmitting to us creative suggestions, ideas, notes, concepts, information, or other materials (collectively, "Materials"), or by posting such Materials to any area of the Site, you grant us and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly display, such Materials in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Materials.
Your use of certain services on the Site may be governed by additional rules, which are available on the entry page for the relevant service or by hyperlink to other sites. By using any service you are acknowledging that you have reviewed all corresponding rules and agree to be bound by them. Some of the services may have been provided by third parties for your use. You expressly acknowledge and agree that your use of all services is solely at your risk.
6. Links to Other Websites
The Site may contain links to other websites or resources. We neither control nor endorse such other websites, unless specifically stated, nor have we reviewed or approved any content that appears on such other websites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.
The Site, the materials on the Site, and any Service obtained or accessed through the Site are provided "as is" and without representations or warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, Messer, its officers, directors, employees, affiliates, suppliers, advertisers, and agents disclaim all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and all warranties relating to the adequacy, accuracy or completeness of any information on the Site.
You acknowledge that you are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site, and all charges related thereto. No opinion, advice, or statement of Messer or its affiliates, suppliers, agents, members, or visitors, whether made on the Site or otherwise, shall create any warranty. You assume total responsibility and risk for your use of the site and your reliance thereon. If you are a consumer, however, your statutory rights are not affected.
8. Ownership and Restrictions on Use
All material within the Site is the property of and is owned solely by Messer and/or its affiliates, suppliers, advertisers, or agents or sponsors. Except for a single copy made for personal use only, you may not reprint, republish, resell, or redistribute these materials in any form or manner without the express written permission of the owner(s) of the material which may be protected from copying by national and international copyright laws and treaties. Messer does not warrant or represent that your use of materials displayed on, or obtained through, the Site will not infringe rights of third parties.
"NSC ONLINE " the NSC ONLINE Logo, Messer and the Messer Logo are trademarks and/or service marks of Messer or The Messer Group, Inc.. All other trademarks are trademarks or registered trademarks of their respective owners. Nothing in this Agreement grants you any right to use any trademark, service mark, logo, and/or trade name of Messer or its affiliates, suppliers, advertisers, or agents or sponsors.
(a) You are granted a non-exclusive, nontransferable, limited license to access, download and use materials on the Site for internal purposes only, subject to the terms of this Agreement. You may not, without our express prior written permission, (i) modify the materials or use them for any commercial purpose or any public display, sale or rental, (ii) remove any of our copyright or other proprietary notices from the materials; sell or transfer the materials to any other party. We may terminate this license at any time if you violate any of the terms hereof and, upon any such termination, you agree to immediately destroy any materials in your possession or control. Also, you agree to indemnify, defend and hold us harmless from any claims, damages, losses, costs and expenses which we, our employees or representatives may incur as a result of your use or dissemination of any materials in violation of any term or condition of this Agreement.
(b) In the event that the Site has the capability for you to enter information and/or materials into the Site pages, we shall have the right to use any such information and /or materials and you agree to indemnify, defend and hold us harmless from any claims, damages losses, costs and expenses which we, our employees and representatives may incur as a result of information and/or materials which you may upload to the Site.
10. Limitation of Liability
Without limiting the foregoing, Messer expressly excludes any liability for any of the following: (a) fraud by any user of the Site or third party, including (but without limitation) any credit card fraud perpetrated in connection with the purchase of goods or services; (b) any misrepresentation by a third party (whether innocent or fraudulent) made in respect of any goods or services; (c) any failure by Messer to ensure that it does not breach any copyright or other intellectual property right of any third party; (d) any link on the Site to any other website or part of the Internet; and (e) loss or damage caused by delay or errors in or the downtime of the Site (or servers) or the goods and services, or resulting from interruption, termination, or failed operation of the Internet or a third-party telecommunication service, even if Messer has been advised of the possibility of such loss or damage. Neither Messer nor its affiliates, suppliers, advertisers, agents or sponsors are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to the site and/or content contained on the Site. Your sole remedy for dissatisfaction with the Site (or any, services and/or content contained within the Site) is to stop using the Site.
Nothing in this Agreement: (a) limits Messer's liability for death or personal injury resulting from Messer's negligence; (b) operates to limit or exclude liability for any fraud or fraudulent misrepresentation by either party or (c) modifies, terminates or adds to any other agreement between us, including but not limited to agreements under which you purchase gases from us.
This Agreement shall remain effective until terminated in accordance with its terms. Messer may terminate this Agreement, and/or your access to and use of the Site or any portion thereof, immediately, in the event we determine, in our sole discretion, that you have breached this Agreement.
THOSE WHO CHOOSE TO ACCESS THE SITE DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK, AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS APPLICABLE TO THEM. We reserve the right to limit the availability of the Site and/or the provision of any Service described thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such Service that we provide.
This Agreement and all contractual and other relationships which arise out of the Site and/or Services, are governed by the laws of New Jersey without giving effect to its conflicts of laws. You submit to the exclusive jurisdiction of the New Jersey courts in relation to disputes arising in connection with this Agreement, the Site and/or goods or services sold by Messer. We make no representation that materials are appropriate or available for use outside of the United States and your use in any such territory is at your own risk and responsibility for compliance with applicable local laws. You may not use or transfer materials in violation of US export or other laws or regulations.
11.3 Changes to the Site
Messer may at any time, without prior notice (a) change or eliminate any component of the Site, and/or (b) impose, remove, or change any fees or charges for use of the Site or any feature, including any Service, thereof.
Messer shall be entitled to assign, transfer or subcontract any or all of its rights, benefits or obligations under this Agreement. If we exercise this right, we shall name the assignee, transferee or subcontractor on the Site. You may not without the written consent of Messer assign or dispose of any or all of your rights and obligations under this Agreement. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision. It is agreed that it is not intended that any term of this Agreement shall be enforceable by any person who is not a party to this Agreement. Messer shall not be liable for any failure to perform any of its obligations under this Agreement caused by matters beyond its reasonable control.