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TERMS

Terms and conditions for using our website

TERMS & CONDITIONS

Last modified 17.10.22

These terms and conditions (these “Terms”) govern your (“you”, “your”, as applicable) access to and use of Nanometrics Inc.’s (“Nanometrics”, “we”, “us”, or “our”, as applicable) website (the “Website”). Subject to applicable laws, we may update or change these Terms from time to time in our sole discretion, so please check this page frequently for changes. Your continued use of our Website after a change to the Terms will be deemed to constitute your acceptance of the revised Terms.

BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT AND WARRANT TO US THAT YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION AND THAT YOU AGREE TO BE BOUND BY THESE TERMS ON YOUR OWN BEHALF AND ON BEHALF OF ANY ENTITY FOR WHICH YOU ARE ACCESSING THE WEBSITE AS AN AUTHORIZED USER. IF YOU ARE AN AGENT, EMPLOYEE, CONTRACTOR, OR PERSONNEL OF ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (a) YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (b) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THESE TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TERMS, YOU ARE NOT PERMITTED TO USE THE WEBSITE AND MUST CEASE ANY ACCESS OR USE OF THE WEBSITE IMMEDIATELY.

 

1. Grant of License. Subject to your acceptance of these Terms, and compliance with these Terms and applicable laws, Nanometrics grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, internal license to use and access the Website. No other rights in the Website are granted to you.

2. Acceptable Use. You agree not to do any of the following in connection with the Website: (a) engage in any activity that degrades the Website for Nanometrics or other users; (b) compromise the security or integrity of the Website, or attempt to reverse engineer, modify or copy the Website or any part thereof; (c) breach any applicable laws, rules or regulations, or infringe upon any third party’s intellectual property rights or other rights (including rights of privacy and publicity); (d) copy, reproduce, publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, or create derivative works of the Website or any part thereof; (e) use the Website or any part thereof (i) for the benefit of any other person or entity, (ii) to create any software, components, designs or tools, including for the purpose of replacing the Website, or (iii) in competition with us in any way. You will not cause, assist or permit any third party to do any of the foregoing. If you breach any of the foregoing, or any other provision of these Terms, we may take whatever steps we deem necessary to protect the Website, our business, and our other clients and users, including, without limitation, suspending your access to the Website (or any part thereof) and/or terminating these Terms. To the extent you are provided with the opportunity to, are able to, or do upload any information, documentation, media, or other data to the Website, you shall ensure that: (A) any such uploaded data is not malicious and does not contain or constitute malware or disabling software; (B) any such uploaded data is not distasteful, offensive, or illegal; (C) any such uploaded data does not infringe on the rights (including the intellectual property rights) of any person or entity; and (D) you have the necessary rights to use and upload all such data and you grant Nanometrics the right to store, display, and use any such uploaded data.

3. Term: These Terms will commence on the earliest date that you indicate your acceptance or otherwise access or use the Website and will continue until terminated. These Terms will terminate: (a) upon Nanometrics notifying you of their termination at its convenience; or (b) without notice or further obligation to you if you fail to comply with these Terms. Upon any such termination of these Terms: (i) you are required to immediately cease your use and access of the Website; and (ii) all Sections of these Terms shall continue in full force and effect except for the license in Section 1 of these Terms.

4. Linking to Our Website. You may create links to this Website from other websites, but only in accordance with these Terms and any applicable laws. A website that links to this Website: (a) may link to but not replicate the content; (b) must not create a browser or border environment around the content; (c) must not imply that we are endorsing it or its products or services; (d) must not misrepresent its relationship with us; (e) must not present false, misleading, or disparaging information about our products or services; (f) must not use our trademarks or other intellectual property without permission from us; and (g) must not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.

5. Links to Third-Party Sites. The Website may contain links or references to third-party internet sites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site, nor are we responsible if a Linked Site is not working appropriately. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of any Linked Site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use applicable to the Linked Sites.

6. Ownership: All right, title and interest in and to the Website, including any and all intellectual property rights and all modifications and additions thereto, shall at all times remain with us or any third party from/to whom we have licensed or procured software, technology or other Website elements.

7. Login Credentials. To the extent that you have been provided login credentials for any part of the Website, you acknowledge that your login credentials are solely for your use. You are responsible for maintaining the confidentiality of your login credentials and you are responsible for all activities that occur under your login credentials. You are required to take adequate precautions with your login credentials and immediately notify Nanometrics of any unauthorized use of your login credentials.

8. Security and Network Outages: Nanometrics does not warrant that operation of the Website will be uninterrupted or error-free. Nanometrics has implemented and maintains certain measures (the “Security Measures”) which are designed to secure the Website. However, Nanometrics cannot and does not guarantee that the Security Measures will never be defeated or compromised. To the fullest extent permitted by applicable law, you acknowledge and agree that Nanometrics is not responsible or liable for any unauthorized or third-party hacking, access, use, alteration, or disclosure of any information located on or in the Website.

9. Privacy. We collect, use and disclose personal information collected in connection with the Website in accordance with our [Privacy Policy, which can be accessed at this link]. We utilize a third-party hosting provider to host the Website and process any information connected thereto. The third-party hosting provider may be in a jurisdiction other than the jurisdiction in which you reside (your “Home Jurisdiction”). Accordingly, you agree that your personal information may be transferred to jurisdictions other than your Home Jurisdiction, including Canada and the United States of America.

10. Disclaimer of Warranties.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. A PORTION OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY THEREFORE NOT APPLY TO YOU.

To the fullest extent permitted by applicable law, the Website is provided “as is”, “as available”, and “with all faults”, without any representations, conditions, or warranties of any kind. Without limitation, Nanometrics and its affiliates, licensors, suppliers, subcontractors, distributors and resellers disclaim any and all express or implied representations, conditions, guarantees, or warranties of any kind, including any with respect to merchantability, merchantable quality, quality or fitness for a particular purpose, non-infringement, title, quality, availability, accuracy, completeness, usefulness, or reliability, whether arising by statute, course of dealing, usage of trade, or otherwise. The entire risk of the utilization of the Website shall be borne by you. Any technical information, marketing information, specifications, product sheets, brochures, or any other documentation available through the Website may not necessarily be accurate, up-to-date, complete, or free of errors, and is not a substitute for contacting Nanometrics directly for information about its products or services.

11. Limitation of Liability.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. A PORTION OR ALL OF THE FOLLOWING LIMITATIONS MAY THEREFORE NOT APPLY TO YOU.

To the fullest extent permitted by applicable law, under no circumstances will we be liable to you for any direct or indirect losses or damages arising out of or in connection with the Website (including any information or documentation available on or through the Website). This is a comprehensive limitation of liability that applies to all losses and damages of any kind (including, but not limited to, direct, indirect, incidental, consequential, special, punitive, and exemplary damages, loss of revenue, loss of income, loss of profit, loss of data, and loss of opportunity), whether in contract, strict liability, negligence or other tortious action, even if we or an authorized representative of us have been advised of, should have known of, or has express knowledge of the possibility of such damages. To the fullest extent permitted by applicable law, if you are dissatisfied with the Website or with these Terms, your sole and exclusive remedy is to cease use of the Website immediately. If any part of the limitations or exclusions of liability in these Terms are found to be invalid or unenforceable for any reason, then, to the fullest extent permitted by applicable law, our liability will not exceed $100 CAD.

You acknowledge that the forgoing limitations and exclusions of liability are reasonable in the commercial circumstances contemplated herein and that we have relied on such limitations and exclusions in entering into these Terms.

12. Indemnification: You agree to defend, indemnify and hold us harmless from any damages, losses, penalties, liabilities, costs, claims, allegations, actions, or demands in connection with: (a) your use of the Website; (b) your breach of these Terms or any applicable laws; (c) your fraud, negligence, or willful misconduct; and/or (d) any information or data that you upload or share through the Website.

13. Additional Requirements: you acknowledge and agree that the Website is provided via or in connection with other components and platforms not owned by Nanometrics, including Amazon Web Services. Your use of the Website may be subject to your agreement to and compliance with (and you hereby agree to comply with any applicable) additional terms or policies in connection with these third-party platforms.

14. Independent Contractors. For all purposes, we are an independent contractor to you, and you will not represent that we have authority to assume or create obligations on behalf of you.

15. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms at our discretion at any time and without notice to you.

16. Notices. All notices to be given under these Terms to us must be in writing and sent to Nanometrics Inc. at 3001 Solandt Rd., Kanata, Ontario, Canada K2K 2M8.

17. Waiver and Limitation. The waiver by either party of any default or breach of any term of these Terms shall not constitute a waiver of any other or subsequent default or breach. No failure or delay by us in exercising any right, power or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or remedy by us under these Terms. All waivers by us must be in writing and signed by an authorized representative. To the fullest extent permitted by applicable law, no action, regardless of form, arising out of these Terms may be brought against us more than one year after the cause of action has accrued.

18. Severability. If any provision of these Terms is determined to be unenforceable, invalid or in breach of any law by any tribunal, public body or court of competent jurisdiction for any reason whatsoever, the unenforceability or invalidity of such provision shall not affect the enforceability or validity of the remaining provisions of these Terms and such unenforceable or invalid provision shall be severed from the remainder of these Terms and as so modified these Terms shall continue in full force and effect.

19. Governing Law. To the extent permitted by applicable law, these Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario, without reference to conflict of laws provisions or principles, and the federal laws of Canada applicable therein. To the fullest extent permitted by applicable law, each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario located in Ottawa, Ontario.

20. Waiver of Class Actions. To the fullest extent permitted by applicable law, the parties agree that any dispute arising out of or in connection with Website or these Terms shall be resolved by individual court action. For clarity, to the fullest extent permitted by applicable law, you hereby waive any right you may have for any dispute arising out of or in connection with the Website or these Terms to be arbitrated or litigated as a class proceeding or on a consolidated basis, or on bases involving disputes brought in a purported representative capacity.

21. Language. The parties hereto have expressly requested that the Terms and all ancillary documents be drafted in English. Les parties aux présentes ont expressément requis que la présente entente et tous les documents y afférents soient rédigés en langue anglaise.

22. Entire Agreement. These Terms constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms.