By
linking to the web site of RGM Products, Inc. ("RGM")
at www.ridglass.com (this "Site"), the person,
corporation, company or other business entity placing
or using on another website a link to this Site ("You")
thereby agrees to the following terms and conditions
of this Web-Linking Agreement (this "Agreement").
1.
Revocable Right.
In
consideration of the other terms and conditions hereof,
RGM hereby grants to You a non-exclusive limited revocable
non-sublicensable non-assignable non-transferable
right to (i) establish a link to this Site (the "Link")
under the terms and conditions, and as described more
fully, in this Agreement and (ii) use such trade and
service marks included in the Image (as defined below)
or the Non-Image Link (as defined below) solely for
the purpose of establishing the Link. You may link,
and any Link shall resolve, directly solely to the
homepage of this Site. You may not deep-link to any
subsites or pages of this Site or link to this Site
or any subsite or page of this Site by framing.
2.
No Other Rights or Grants.
Apart
from the non-exclusive limited revocable non-sublicensable
non-assignable non-transferable right expressly set
forth in the immediately preceding sentence, RGM does
not grant to You or any third party under or in connection
with this Agreement, and nothing in this Agreement
or its performance grants, or shall be interpreted
to grant, You or any third party any rights or license
to any trademark, service mark, trade dress, tradename,
name, domain name, Uniform Resource Locator, brand
or logo of RGM or any of its affiliates (collectively,
"RGM Marks") or to any copyright, work,
patent, patent application, technology, idea, invention
or discovery of RGM or any of its affiliates.
3.
No Right to Payments.
You
are and shall not under any circumstances be entitled
or have any right or expectation to any linking, referral,
transaction or usage revenues, commissions, membership
or hit fees, or any other fees, expenses, payments,
consideration or value of any kind for establishing,
placing or using the Link or for any third party's
visiting this Site or any other site of RGM or any
of its affiliates or its conducting any business with
RGM or any of its affiliates, whether or not it results
from its use of the Link.
4.
Link.
You
agree to use as any Link, for the duration of such
Link, solely either (i) the graphical image file specifically
provided to you by RGM for the purpose of the Link
(the "Image") into the HTML files located
at Limited Licensee's web site, or (ii) a simple underlined
link appearing as www.ridglass.com without any graphical
image associated with it (the "Non-Imaged Link").
For any Link, you may not use any image, trademark,
service mark, or logo other than the Image or the
Non-Imaged Link.
5.
Definition of "User" and "User Information".
For
purposes of this Agreement, the terms (i) "User"
means any user (whether individual or entity) accessing
this Site through the Link; and (ii) "User Information"
means (aa) navigational information, including, but
not limited to, usage of other hyperlinks within or
available through this Site, (bb) transactional information,
including, but not limited to, billing information,
including products purchased and method of payment,
and (cc) User's Internet address and/or other identifying
information such as actual name or address.
6.
Location of the Link.
The
Link shall be placed on Your web site in accordance
with the terms and conditions of this Agreement and
such as not give the appearance of RGM's sponsorship
of You, Your products or services or Your website
or Your sponsorship of RGM, RGM's products or services
or RGM's websites.
7.
No Negative Association.
Without
limiting Your rights to any fair use or under any
applicable federal or state law, the Link shall (i)
appear in the Home Page such that it is not associated
with images, marks, logos, text or words that are
inappropriate, defamatory, disparaging, or otherwise
likely to impair the quality, image or goodwill associated
with the RGM Marks, or that editorialize as to RGM
or RGM's products, (ii) not be placed or used in any
way that might prejudice the distinctiveness or validity
of or the goodwill in any RGM Marks, or that creates
the appearance of sponsorship or a likelihood of confusion
between RGM and its products and any other provider
and such provider's goods or services; and (iii) shall
not bear a subordinate relationship or position as
to RGM's competitors or such competitor's respective
products. The Image shall not be displayed in a manner
that states or implies that You are a partner, principal,
officer, director, employee, agent or other representative
of RGM.
8.
Notice to RGM.
Without
limiting Your rights to any fair use or under any
applicable federal or state law, at least ten (10)
days prior to adding any new Links to this Site, You
agree to notify RGM of the nature of the new Links.
In the absence of any objection from RGM, You may
place such Links on Your site ten (10) days after
notice was given if such Links and the placement of
such Links comply with the terms of this Agreement.
9.
Use of this Site.
Any
access, viewing and use of this Site, or any of its
subsites or pages, is subject to the Terms and Conditions
and the Website Privacy Statement. You agree not to
furnish or disclose to any third party any User Information
concerning Users who link to this Site.
10.
Representations and Warranties.
You
represent and warrant to RGM that, as of the date
of this Agreement:
a.
You have duly registered the domain name of Your web
site on which the Link is placed with all applicable
authorities and possess all rights necessary to use,
and grant others a license to use, such domain name;
and
b.
The content and materials which You have placed within
Your web site do not and will not (i) infringe upon
or violate (a) any U.S. copyright, patent, trademark
or other intellectual or proprietary right of any
third party, or (b) any applicable law, regulation
or non-proprietary third-party right, or (ii) contain
any obscene, defamatory, harassing, offensive, or
malicious material.
RGM
shall have no obligation to verify the current or
continued accuracy of any information provided by
You or the current or continued accuracy of the Link
or any link, and RGM shall not be responsible or liable
for any errors contained in the Link or any link or
any viruses, worms, cookies, or similar code transmitted
or placed on any User's system through the use, view
or access of the Site or any Link. RGM shall have
no obligation to verify the current or continued accuracy
of any information, text, materials, images, or data
contained on, or obtained from or through, this Site
or any of its subsites or pages, or any sites linked
through or from this Site. The Links and any information,
text, materials, images, or data are provided "AS
IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, WORKMANSHIP, OR NON-INFRINGEMENT.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, SHALL RGM 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 ACCESS,
VIEW OR USE, THIS SITE OR ANY INFORMATION, TEXT, MATERIALS,
IMAGES, DATA OR LINKS ON THIS SITE OR ANY SUBSITES
OR PAGES OF THIS SITE, EVEN IF RGM OR AN AUTHORIZED
REPRESENTATIVE OF RGM HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. In the event that any applicable
law does not allow or limits the use of any disclaimer
or exclusion of warranties or liability, solely to
the extent that such applicable law does not allow
or limits the use of the disclaimer or exclusion of
warranties or liability herein, the disclaimer or
exclusion of warranties or liability herein shall
be interpreted so that they are valid and enforceable
to the greatest extent possible under such applicable
law.
11.
Termination.
RGM
may revoke the right under Section 1 of this Agreement
and terminate this Agreement at any time and for any
reason by (i) posting such revocation and termination
on this Site without any prior notice, and/or (ii)
providing You with written notice of revocation or
termination by e-mail, facsimile, mail or other means.
In each case, the revocation and/or termination shall
be effective immediately. You may terminate this Agreement
at any time by removing any and all Links, and any
other links to this Site, without any prior notice.
Any renewed placing or using of any link to this Site
shall be again subject to the terms of this Agreement.
Upon revocation of the right under Section 1 of this
Agreement or termination of this Agreement for any
reason, all rights granted under this Agreement shall
expire and terminate, and You agree to immediately
cease use of any RGM Marks and remove any and all
Links to this Site.
12.
Miscellaneous.
a.
You and RGM are independent contractors, each without
the power or authority to bind, contract or commit
the other. RGM is not, and nothing in this Agreement
or on this Site, shall be interpreted that, directly
or indirectly, (i) RGM is a partner, joint venturer,
co-owner or otherwise participant in a joint or common
undertaking with you, or (ii) RGM is an employer or
agent of you, or (iii) you are an employee or agent
of RGM.
b.
Nothing in this Agreement or on this Site, or any
act or omission, including, without limitation, selection
or seeking or failure to select or seek a certain
right or remedy, constitutes, and shall not be construed
to constitute, any waiver by RGM of any right or remedy
provided under this Agreement or a breach of this
Agreement. Any such waiver by RGM must be express
and written.
c.
Should any section, or portion thereof, of this Agreement
be held invalid by reason of any law existing now
or in the future in any jurisdiction by any court
of competent authority or by a legally enforceable
directive of any governmental body, such section or
portion thereof shall be validly reformed so as to
approximate the intent of this Agreement as nearly
as possible and, if unreformable, shall be deemed
divisible and deleted with respect to such jurisdiction;
this Agreement shall not otherwise be affected.
d.
This Agreement constitutes the entire terms and agreement
regarding the linking to this Site or any subsites
or pages thereof. RGM may, at any time, without the
need for notice, assign, transfer, convey, or delegate
any rights or obligations under this Agreement.
e.
RGM AND YOU AGREE THAT THIS AGREEMENT, AND THE INTERPRETATION
AND ENFORCEMENT OF ANY RIGHTS AND OBLIGATIONS IN CONNECTION
WITH OR SET FORTH IN THIS AGREEMENT, SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES
OF AMERICA, WITHOUT REGARD TO ANY CONFLICT OF LAWS
PRINCIPLES THAT MAY REQUIRE THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION. EXCEPT FOR ANY LITIGATION
OR PROCEEDING BY RGM TO OBTAIN ANY INJUNCTIVE RELIEF,
RGM AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE
JURISDICTION OF COMPETENT STATE AND FEDERAL COURTS
IN THE STATE OF CALIFORNIA FOR ANY LITIGATION OR PROCEEDING
IN CONNECTION WITH THIS AGREEMENT, THE LINKING TO
THIS SITE, AND ANY OTHER MATTER RELATED THERETO, AND
TO THE VENUE OF SUCH LITIGATION OR PROCEEDING IN FRESNO,
CALIFORNIA, UNITED STATES OF AMERICA.
January
2006
