Following are the Terms of Use for the website of Tosoh SET, Inc. (“Tosoh” or “we”) located at www.tosohset.com. Each user agrees to these Terms of Use by use of our website. If you do not agree with our Terms of Use, do not use our website.

We may change, add to or eliminate some of these Terms of Use from time to time. If you use our website after any change, addition or elimination, you are agreeing to the change, addition or elimination. It is your responsibility to check our Terms of Use for any change, addition or elimination as we will not make any special mention of them in these Terms of Use.

Legal Capacity
By using our website, you represent that you are of sufficient legal age and otherwise with legal capacity to make a contract.

Disclaimers
YOU AGREE THAT THIS WEBSITE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS.  YOU AGREE THAT WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE FOLLOWING:  (i) that this website or any service provided by this website (including any e-commerce site that we choose to make available) will operate uninterrupted or without error; (ii) that the content of this website will be error free; and (iii) that any defects or interruption of service will be corrected or resumed promptly.  In particular, you agree that at our sole discretion and at any time without notice, we may (a) temporarily or permanently suspend operation of this website or any portion thereof for any reason, including, but not limited to, maintenance of the site or a portion thereof, and (b) change or eliminate any portion of this website (including but not limited to any e-commerce site that we choose to make available).

If we provide links to third parties’ websites, they are provided solely for your convenience.  In accessing those third party websites, you agree that you do so at your own election and risk, and that we will not be held responsible for any dispute or loss that may arise from your use of such third party website.  You also agree that we make no representation, warranty or endorsement of those third party websites, or the products, services or information available from or on those third party websites.

IN THE EVENT WE ELECT TO ENGAGE IN E-COMMERCE BY PERMITTING PURCHASES OF OUR PRODUCTS OR SERVICES THROUGH OUR WEBSITE, YOU SPECIFICALLY AGREE THAT ALL ORDERS ARE SUBJECT TO VERIFICATION AND ACCEPTANCE BY US, INCLUDING OUR VERIFICATION OF AVAILABILITY OF PRODUCTS, AND NO ORDER SHALL BE DEEMED ACCEPTED UNLESS AND UNTIL YOU RECEIVE NOTIFICATION OF ACCEPTANCE FROM US.

Except as specifically provided in writing by us, we disclaim all warranties, express or implied, regarding this website, including any warranty of merchantability, fitness for a particular purpose or use, non-infringement or accuracy.  If applicable law implies any warranty, your sole and exclusive remedy for any claimed breach of such implied warranty is to stop using our website.

IN NO EVENT SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST BUSINESS OR LOST DATA) ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE USE OR PERFORMANCE OF THIS WEBSITE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If notwithstanding the foregoing limitation of liability, it is legally determined by a court of competent jurisdiction that we have liability to you for your use of this website, or the content or operation thereof, then our total liability to you in no event will exceed $100.00.  Some jurisdictions do not allow limitation of liability, hence the foregoing limitation may not apply to you.

Purchases of Products
If we elect to engage in e-commerce and allow you to purchase our products and services through our website, additional terms and conditions will apply to those purchases.  If we elect to engage in e-commerce, (i) we will post our sales terms and conditions for such e-commerce sales on this website, (ii) these Terms of Use incorporate such posted sales terms and conditions in their entirety, (iii) if there is a conflict between these Terms of Use and such posted sales terms and conditions, such posted sales terms and conditions will control, (iv) nothing in these Terms of Use can be construed to modify such posted sales terms and conditions, (v) we may change, add to or eliminate some of such posted sales terms and conditions from time to time, and it is your responsibility to check for any change, addition or modification before placing an order for our products or services, and (vi) placement of an order for our products or services will mean acceptance of the sales terms and conditions that we posted on this website as being applicable to e-commerce purchases, as in effect at that time.

Content of Our Website
We are the owner of (or licensee to use) all of the content (including but not limited to all text, trademarks, logos and interfaces) of our website.  This content is protected by applicable laws, including but not limited to copyright, trademark and patent laws.
You may not copy, upload or distribute any of the content of our website, through any media (including but not limited to print media and any other website, computer or server), unless the same is expressly permitted by these Terms of Use.
You are permitted to download one single copy of and to use the information posted on this website on the following conditions – you do not make any change to the information; you use the information only to purchase our products or services, or for your personal, non-commercial internal use; and you do not remove or alter any proprietary notice we have posted with the information, including but not limited to any copyright, trademark, service mark or registered trademark (©, TM, SM or  ®) notices.  You agree to prevent unauthorized copying of the information posted on this website.  In using the information posted on this website, you may not make or assume that there exists any representation or warranty not expressly contained in the information.
Our trademarks may be used publicly only with prior written permission from us.
Further, all use of this website and its content must be in strict conformance with the U.S. export laws and regulations.

Prohibited Acts
In general, you must comply with all applicable laws and these Terms of Use when using our website.  This includes but is not limited to not using our website to conduct any illegal activity, or in any manner that would violate our or another party’s intellectual property rights.  Some of the activities that we call out below are not only prohibited by our Terms of Use, but are illegal under law.

Hacking, password mining or similar unauthorized methods cannot be used to gain access to any part of our website, any system or network connected to our website, or our server.  Similarly, you are not permitted to breach security or authentication measures we have implemented for our website or any network connected to our website.  You also are not to use our website to obtain any personal information (including but not limited to address, telephone number, email address and credit card number) of any website users or customers (other than yourself).  This includes methods such as reverse look up and tracing.  Nor are you to interfere with any other person’s use of the website or with the normal working of the website.

Any pretense to be another individual or entity is also prohibited.  You are not to use a fictional address, or another person’s address as your own if not authorized by that person.  You are not to use a misleading identifier or header for your communications to appear to have originated from another source or location.

In addition, you are not permitted to use any page scrape, spider, robot, deep link or other automatic or manual device, process or program to access or monitor our website or any portion thereof.  Nor are you permitted to use any such device, process or program to get around the navigational structure of our website, or to obtain any information that we did not specifically intend to make available through our website.  Other prohibited actions include putting an unreasonably large load on the website’s infrastructure or any system or network connected to the website.

Submissions
You are prohibited from posting on or transmitting to our website any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
Any material, information or other communication that you transmit to us through our website will be considered non-confidential and non-proprietary.  By submitting such material, information or other communication to us, you represent that you have the full right (including all copyright, trademark and patent rights) and authority to submit same, and that same is not subject to any proprietary right of any other party.  You agree that we and our designees are free to copy, distribute, incorporate and otherwise use all material, information or other communication that you transmit to us through our website, for any and all commercial or non-commercial purposes.  This paragraph does not apply to your personal information.  Please see the “Privacy and Security” portion below for our privacy policy.

Indemnity
You will indemnify and hold us, and our officers, directors, shareholders, affiliates, employees and agents, harmless against any and all claims, losses, liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising out of or relating to any negligent or intentional acts, or willful misconduct, on your part in connection with your use or access of this website, its content or any portion of any of the foregoing.

Privacy and Security
We take your privacy seriously.  Please go to www.tosohset.com/privacy.htm for our privacy statement.  These Terms of Use incorporate our Privacy Statement in its entirety.  However, we also may change our privacy policy from time to time.  Please see our Privacy Statement for when we might announce any such change.

Notwithstanding our efforts to maintain your information and communications with us private, you agree that transmissions over the Internet are not completely secure.   Information and communications that you send to our website may be intercepted and accessed by others.  This is true even if there is a notice that transmissions of certain information (such as credit card information) are encrypted.

If we allow you to create an account on our website, please strictly guard the confidentiality of the password to your account, to help maintain the privacy of your information.  In the event we allow you to create an account on our website, (i) you are responsible for ensuring that no unauthorized person receives or obtains access to that password, (ii) if you suspect or know of any unauthorized use of or access to your account, you must notify us immediately, (iii) you will not use any other person’s account created on our website unless you have that person’s express permission, (iv) you may be held legally responsible for any loss that we incur, or that another user incurs, from unauthorized use of or access to your account, (v) we will not be responsible for any loss to you or another account owner resulting from your use of that other owner’s account, and (vi) we will not have the obligation to participate or intervene in any dispute between you and that other account owner.

Our Rights to Disclose Your Information and Activities
You agree that our protection of your personal information does not extend to illegal conduct, or conduct that violates another party’s or our rights, or conduct in breach of these Terms of Use.

If we deem it necessary to comply with any applicable law, court order, governmental requirement or other legal process, we will disclose information about you (including your identity) that we have in our possession and/or any communication or information you have sent to us through our website.  In addition, we may disclose information about you in our possession and/or any communication or information you have sent to us through our website should we deem it necessary or appropriate for the purpose of (i) enforcing these Terms of Use, (ii) responding to any claim brought by a third party that we have received information that infringes others’ rights, or (iii) protecting the property and/or safety of other users of our website, our customers, the public and/or ourselves (including our agents and employees).

General Terms and Governing Law
These Terms of Use constitute the entire agreement between the user of this website and us with respect to the use of and access to this website, and supersede all previous oral and written understandings in respect thereto.  These Terms of Use may only be modified by us.  No modification of these Terms of Use from you will be accepted by or enforceable against us. No failure or delay on our part in enforcing any provision of these Terms of Use shall be construed to be a waiver to enforce such provision, nor shall any partial enforcement of such provision, or any abandonment or discontinuance of steps to enforce such provision, preclude any further enforcement of such provision or the enforcement of any other provision of these Terms of Use.  If we waived the application of one or more of these Terms of Use in a particular instance, such waiver will not be construed to be a waiver for any other instance.  All matters relating to use of and access to this website, and all disputes arising out of or relating to the use of or access to this website, shall be governed by the laws of the State of California (excluding its principles of conflict of laws).  Further, the state and federal courts sitting in San Francisco, California will have exclusive jurisdiction over any dispute arising out of or relating to use of or access to this website, and each user agrees to such jurisdiction and venue.  If any portion of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected or invalidated.  Further, the provision determined to be invalid or unenforceable by one jurisdiction will remain part of these Terms of Use for jurisdictions in which such provision could be valid and enforceable.

A breach of any of these Terms of Use may result in irreparable and continuing damage for which there will not be adequate remedy at law, and we will be entitled to injunctive relief in addition to other remedies.

The prevailing party in any litigation arising out of or relating to the use of or access to this website shall be entitled to its reasonable attorneys’ fees, and all other costs and expenses incurred in connection with such litigation.
Any claim against us arising out of or relating to the use of or access to this website must be asserted in writing, addressed to our headquarters office address, within one year after the claim arose.

Other Jurisdictions
We administer and operate our website from our headquarters located in California.   In the event a user is accessing this website from outside of the United States of America, it is the user’s responsibility to comply with any local law that may apply.

Tosoh SET, Inc.; Rev 01 August 17, 2007
© Tosoh SET, Inc.  All Rights Reserved.