SDG Corporation Terms of Service

SDG Service Defined
SDG provides consulting, business and professional services to organizations across the globe. SDG has developed a number of its own software products, including TruOps. 

Content of the Service
SDG takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does SDG have any obligation to monitor such third party content. SDG reserves the right at all times to remove or refuse to distribute any content on SDG, such as content which violates the terms of this Agreement. SDG also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of SDG, its users and the public. SDG will not be responsible or liable for the exercise or non- exercise of its rights under this agreement.

Intellectual Property Rights
You acknowledge that SDG owns all rights, title and interest in and to SDG, including without limitation all intellectual property rights including, but not limited to, any and all text, graphics, software, data, information, images, music, sound, video, audiovisual works, and data associated with SDG ("SDG Rights"), and such SDG rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from SDG. You also agree that you will not use any robot, spider, other automated device to monitor or copy any content from the Service. SDG rights include rights to (i) the Service developed and provided by SDG; and (ii) all software associated with the Service. SDG rights do not include third-party content used as part of SDG, including the content of communications appearing on SDG. SDG does not claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your SDG account. We will not use any of your content for any purpose except to provide you with SDG.

Representations and Warranties
You represent and warrant that (a) all of the information provided by you to SDG is correct and current; and (b) you have all necessary right, power and authority to enter into this agreement and to perform the acts required of you hereunder.

Privacy
As a condition to using the Service, you agree to the terms of the SDG Privacy Policy as it may be updated from time to time. SDG understands that privacy is important to you. You do, however, agree that SDG may monitor, edit or disclose your personal information, including the content of your emails, if required to do so in order to comply with any valid legal process or governmental request (including, but not limited to, pursuant to a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Use and SDG's Privacy Policy. Personal information collected by SDG may be stored and processed in the United States or any other country in which SDG or its agents maintain facilities. By using SDG, you consent to any such transfer of information outside of your country.

Indemnification
You agree to hold harmless and indemnify SDG, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of SDG, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, SDG will provide you with written notice of such claim, suit or action.

Jurisdiction
This agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with SDG will be brought solely in Fairfield County, Connecticut, and you consent to the jurisdiction of such courts.

Disclaimer of Warranties
SDG disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the SDG Service results. SDG disclaims any responsibility for the deletion, failure to store, non-delivery, or untimely delivery of any information or material. SDG disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through SDG.

SDG Service
SDG, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SDG SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. SDG EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SDG DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF SDG, DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH SDG. SDG DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON SDG OR RECEIVED THROUGH ANY LINKS PROVIDED BY SDG, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ON SDG .

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF SDG AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SDG BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON SDG ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF SDG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON SDG, FROM INABILITY TO USE SDG, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF SDG (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON SDG OR RECEIVED THROUGH ANY LINKS PROVIDED BY SDG, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON SDG OR RECEIVED THROUGH ANY LINKS PROVIDED IN SDG. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SDG OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO SDG. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Without limiting the foregoing, under no circumstances shall SDG be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Miscellaneous Provisions
These Terms of Service will be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by SDG. To the maximum extent possible, each provision of this agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision hereunder is held to be invalid or unenforceable under applicable law, such provision shall be deemed modified so as to be rendered valid and enforceable while implementing, to the greatest extent possible, the original intent of such provision. If such reformation is not possible or permitted, the invalidity or unenforceability of such a provision shall not otherwise impact the validity or enforceability of the remaining provisions hereunder. No waiver of any term or condition herein shall be deemed a further or continuing waiver of such term or condition or any other term or condition. SDG reserves the right to modify these terms and conditions without notice to you, and your continued use of the Service after such modifications will make such modifications binding on you.

Linking and Framing
Except where expressly prohibited herein, you may provide a link from a web site operated by you directly to the home page offering the Service. Without SDG's express written permission, you may not (i) link to any page other than the home page (i.e. a "deep link"), (ii) link to any part of the site hosting the Service through the use of frames, inline links or any similar technology whereby the Service will be displayed without leaving the linking web site, (iii) use any intellectual property of SDG as part of a link, and/or (iv) intentionally or unintentionally create any link implying that an endorsement or affiliation with SDG exists when that is not the case.

Contact
It is important to us that we hear what visitors have to say about our web site, our services, or any other issues. If you have any questions and/or concerns, or want to let us know what you think, please email us at admin@sdgc.com or call toll free to +1 (203) 866-8886.

 

Updated as of January 1, 2014

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