1.              Your Relationship with Exponent

1.1           Your use of Exponent’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Exponent under a separate written agreement) is subject to the terms of a legal agreement between you and Exponent. This document explains how the agreement is made up, and sets out the terms of that agreement.  If you do not agree to the Terms, do not use the Services.

2.              Accepting the Terms

2.1           You affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms.

3.              Use of the Services by You

3.1           You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

3.2           Unless you have been specifically permitted to do so in a separate agreement with Exponent, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.              Privacy and your Personal information

4.1           For information about Exponent’s data protection practices, please read Exponent’s privacy policy at https://www.exponent.org/privacy-policy.  This policy explains how Exponent treats your personal information, and protects your privacy, when you use the Services.

4.2           You agree to the use of your data in accordance with Exponent’s privacy policies.

5.              Content in the Services

5.1           You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images) that you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated.  All such information is referred to below as the “Content”.

5.2           You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights that are owned by the sponsors or advertisers who provide that Content to Exponent (or by other persons or companies on their behalf).  You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Exponent or by the owners of that Content, in a separate agreement.

5.3           Exponent reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

5.4           You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk.

6.              Proprietary Rights

6.1           You acknowledge and agree that Exponent (or Exponent’s licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2           You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

7.              Termination.

7.1           Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement.  No notice is required from Exponent.com to effectuate such termination.  Additionally, Exponent may terminate this Agreement at any time and for any reason and may effect notice of such termination through any means, including but not limited to posting such notice on www.exponent.org (the “Site”) or otherwise publicly proclaiming such termination.  Upon termination, you must immediately stop using the Site.

8.              Your Indemnification of Exponent.

8.1           You agree to hold harmless, defend, and indemnify Exponent, its officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, agents, attorneys, partners and affiliates, successors and assigns from all liabilities, claims, demands and expenses, including but not limited to attorneys’ fees, that are due to or arise from your use or misuse of the Site, or for infringement by you of intellectual property rights or other right of any third party.  We may assume exclusive control of any defense or any defense or any matter subject to indemnification by you, and you agree to cooperate with us in such event.

9.              EXCLUSION OF WARRANTIES

9.1           NOTHING IN THESE TERMS, INCLUDING SECTION 10, SHALL EXCLUDE OR LIMIT EXPONENT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.2           YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

9.3           IN PARTICULAR, EXPONENT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:  YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

9.4           ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

9.5           NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXPONENT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

9.6           EXPONENT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10.           LIMITATION OF LIABILITY

10.1        SUBJECT TO THE PROVISIONS OF PARAGRAPH 8.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXPONENT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A)          ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.  THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B)          ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:  ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(C)          ANY CHANGES WHICH EXPONENT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(D)          THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

10.2        THE LIMITATIONS ON EXPONENT’S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT EXPONENT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

11.           Other Content

11.1        The Services may include hyperlinks to other web sites or content or resources.  Exponent may have no control over any web sites or resources that are provided by companies or persons other than Exponent.

11.2        You acknowledge and agree that Exponent is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

11.3        You acknowledge and agree that Exponent is not liable for any loss or damage that you may incur as a result of the availability of those external sites or resources, or as a result of any reliance placed by You on the completeness, accuracy, or existence of any materials on, or available from, such web sites or resources.

12.           Changes to the Terms

12.1        Exponent may make changes to the Terms from time to time.  When these changes are made, Exponent will make a new copy of the Terms available at https://www.exponent.org/terms-of-service.

13.           General Legal Terms

13.1        The Terms constitute the whole legal agreement between You and Exponent and govern your use of the Services (but excluding any services which Exponent may provide to you under a separate written agreement), and completely replace any prior agreements between you and Exponent in relation to the Services.

13.2        You agree that Exponent may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

13.3        You agree that if Exponent does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Exponent has the benefit of under any applicable law), this shall in no way waive Exponent’s rights and that those rights or remedies will remain available to Exponent.

13.4        If any court of law having the jurisdiction to decide on this matter rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms shall remain valid and enforceable.

14.           Jurisdiction

14.1        This Agreement is governed by the laws of the District of Columbia, without regard to conflicts of law provisions, and you hereby consent to the exclusive personal jurisdiction of the state and federal courts in Washington, DC for any and all claims or disputes arising out of, to enforce, construe, or otherwise relating to this Agreement.  The exclusive venue for such action shall be the United States District Court for the District of Columbia in Washington, DC. If such dispute does not fall within the jurisdiction of the United States federal courts, then the exclusive venue for such action shall be the Superior Court of the District of Columbia in Washington, DC, USA.  You hereby waive any right to object to venue or jurisdiction based on inconvenient forum or for any other reason, and you waive any statutory or other right pursuant to international laws or treaties, or the laws of the jurisdiction in which you reside, to have a case relating to this Agreement adjudicated or resolved in that jurisdiction.