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PRI Terms of Use Agreement

Effective Date: August 20, 2010

This Terms of Use Agreement (hereinafter "Agreement") governs your access to and use of the PRI Asphalt Technologies, Inc. (hereinafter "PRI") website, which includes but is not limited to the http://www.priasphalt.com website and its associated web content (hereinafter "Website").

YOU UNDERSTAND THAT YOU HAVE A DUTY TO READ THIS AGREEMENT, AS IT CONTAINS INFORMATION ABOUT YOUR RIGHTS, REMEDIES, AND OBLIGATIONS. Your accessing of or use of the Website constitutes your manifestation of assent to be bound by the terms of this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Website and must discontinue use of it immediately.

PRI RESERVES THE RIGHT TO AMEND OR CHANGE THE TERMS OF THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. SHOULD THE TERMS OF THIS AGREEMENT CHANGE, THE EFFECTIVE DATE OF THIS AGREEMENT WILL CHANGE TO REFLECT THE CHANGES MADE TO THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT CHANGE, YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED ACCESS OF THE WEBSITE WILL CONSTITUTE A MANIFESTATION OF ASSENT TO THE TERMS OF THE AMENDED OR CHANGED AGREEMENT.

PRI provides you with access to the Website subject to the terms of this Agreement. You are expressly prohibited from using the Website outside of uses provided for under this Agreement.

PRI cannot be held responsible for third party websites that it does not own or control. You understand and agree that PRI will not be held liable for any third party content or websites that are linked to or through the Website.

  1. Legal Capacity to Contract

    You warrant that you have the legal capacity to enter into this agreement. You warrant that you are above the age of eighteen (18) and are competent, able, and willing to assent to the terms of this Agreement.

  2. Lawful Use of Website

    You understand and agree that you are expressly prohibited from using the Website for uses not provided for under the terms of this Agreement. You warrant and agree that you will comply with all applicable laws, statutes, ordinances, or regulations when using the Website and that your failure to comply with any applicable law, statute, ordinance, or regulation will constitute a material breach of this Agreement.

  3. Errors and Omissions

    You understand and agree that PRI cannot be held liable for any errors or omissions in the Website content, including but not limited to errors or omissions in pricing or product specifications, and makes no representations as to the accuracy or reliability of the Website. You agree to hold PRI harmless for any and all inaccuracies, omissions, or errors on the Website.

    You further understand and agree that PRI does not control third party websites linked to or through the Website. You understand and agree that PRI cannot be held liable for the content of any third party websites or the interception of data by third party websites.

  4. Ownership of Intellectual Property

    PRI owns the Website and the content contained therein, including but not limited to text, graphics, photographs, software, files, sounds, scripts, and the selection and arrangement of the Website. PRI also owns registered or common-law trademark rights in and to all trademarks, service marks, designs, or logos displayed on or contained within the Website, including, without limitation, PRI, PRI ASPHALT, and PRI CMT. The Website is subject to copyright, trademark, trade secret, patent, and all other intellectual property rights.

    You understand and agree that the Website may not be used, distributed, modified, publicly displayed, framed, reproduced, republished, downloaded, scraped, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written consent of PRI.

    You understand and agree that you are expressly prohibited from using PRI's trademarks, service marks, design marks, trade names, or logos to indicate source or sponsorship, whether in meta tages, domain names, vanity URLs, or otherwise, without the prior written consent of PRI.

  5. License to Use Website

    PRI hereby grants you a limited, non-exclusive, royalty free, non-sublicensable, revocable license to use the Website for non-commercial purposes. You are expressly prohibited from modifying, reproducing, republishing, transmitting, framing, selling, incorporating, making derivative works of, or otherwise using the Website without the prior written consent of PRI. You are also expressly prohibited from using or performing any robots, scripts, data mining, scraping, hacking, or other data gathering or extraction methods on the Website.

    You understand and agree that you are prohibited from making any derivative works of the Website, or from deleting or modifying the Website content in any way, including without limitation the removal of any copyright or trademark notification information.

    You are expressly prohibited from making any commercial uses of the Website without the prior written consent of PRI, including but not limited to use of the Website content to gain subscription or advertising revenue or the use of Website content to displace the market for PRI.

    The limited license granted under the terms of this Agreement will automatically terminate upon your violation of any of the terms of this Agreement. PRI also reserves the right to terminate your use of the Website at any time and in its sole discretion, including for a breach of the terms of this Agreement.

  6. Website As Interactive Computer Service

    You understand and agree that PRI is an interactive computer service provider and not an information content provider as Section 230 of the Communications Decency Act defines those terms. PRI will not be held responsible for the contents of content submitted by you or other third parties to the Website. While PRI cannot be held responsible for third party content submitted to the Website, PRI may, in its sole discretion, edit, delete, modify, reject, or remove any content submitted to the Website at any time and without notice to the submitting party.

  7. Limitation of Liability and Disclaimer of Warranties

    PRI PROVIDES THE WEBSITE ON AN "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS. PRI DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE WEBSITE OR ITS ASSOCIATED CONTENT. PRI MAKES NO WARRANTIES CONCERNING THE WEBSITE, INCLUDING BUT NOT LIMITED TO EXPRESS WARRANTIES, IMPLIED WARRANTIES, STATUTORY WARRANTIES, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF EFFORT TO ACHIEVE PURPOSE, WARRANTIES OF QUALITY OR ACCURACY, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF TITLE, ABSENCE OF LATENT OR OTHER DEFECTS, AND THE PRESENCE OF ERRORS WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.

    YOU UNDERSTAND AND AGREE THAT YOU ARE EXPRESSLY LIMITED IN ANY RECOVERY TO THE AMOUNT THAT YOU PAID FOR THE WEBSITE OR $1,000, WHICHEVER IS LESS. YOU ARE EXPRESSLY PROHIBITED FROM RECOVERING ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, PUNATIVE DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, OR LOST PROFITS. YOU UNDERSTAND AND AGREE THAT PRI WILL NOT BE HELD LIABLE FOR YOU TO ANY CLAIMS, DAMAGES, PENALTIES, AWARDS, OR JUDGMENTS THAT ARISE OUT OF OR IN RELATION TO YOUR USE OF THE WEBSITE OUTSIDE OF THE LIMITED REMEDIES PROVIDED UNDER THE TERMS OF THIS AGREEMENT.

    PRI ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, OR UNAUTHORIZED ALTERATION THEREOF.

    PRI reserves the right to discontinue the Website at any time and for any reason in its sole discretion and with or without notice to you.

  8. Indemnification

    You agree that you will hold harmless, defend, and indemnify PRI, including but not limited to its members, employees, agents, affiliates, directors, officers, and board members, from and against all claims, damages, liabilities, penalties, costs, and judgments, including attorneys fees, that arise out of or in connection with your use of the Website, your violation of a term or provision of this Agreement, your violation of any law, statute, or ordinance, or your violation of the rights of a third party. You agree that your obligation to hold harmless, defend, and indemnify PRI will survive the termination or failure of this Agreement and your use of the Website.

  9. Jurisdiction and Choice of Laws

    You agree that, for all legal and non-legal purposes, the Website is located in the State of Florida. You agree that the Website is a passive website and that the Website does not give rise to personal jurisdiction over PRI in jurisdictions other than Florida. This Agreement will be interpreted under and governed by the laws and legal principles of the State of Florida, without regard to conflicts of laws principles or statutes.

  10. Arbitration

    ANY DISPUTE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, ITS PERFORMANCE, ITS BREACH, OR ITS INTERPRETATION WILL BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING ARBITRATION. THIS ARBITRATION WILL BE HELD IN TAMPA, FLORIDA AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASOCIATION. A SINGLE ARBITRATOR WILL BE SELECTED USING THE PROCEDURES OF THE AMERICAN ARBITRATION ASSOCATION AND WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF FLORIDA. THE ARBITRATOR WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS' FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND PRI AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF FLORIDA THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. YOU AND PRI AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF FLORIDA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND PRI AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

  11. Contractual Statute of Limitation

    YOU UNDERSTAND AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR IN RELATION TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  12. Severability

    You understand and agree that if any part, term, or provision of this Agreement is held to be illegal or invalid, the validity of the remaining portions or provisions will not be affected and the Agreement will be construed and enforced as if the illegal or invalid provision was never contained within the Agreement.

  13. Integration

    This Agreement and its incorporated Privacy Policy and Copyright Policy constitute the entire agreement between the parties with respect to the Website. There are no further understandings, agreements, or representations with respect to the Website that is not specified in this Agreement. You understand that any additional provisions that may appear in any communication from you will not bind PRI.