Retrofit Inc. and its subsidiaries and affiliates (“Retrofit,” “we,” or “us”), require that all
visitors to this Web site controlled by Retrofit Inc. (the “Site”) adhere to the following terms and
conditions of use. By accessing and using the Site, you agree, on your own behalf and on behalf of
any corporation or other legal entity that you represent or for which you access the Site (your
“Company”), to be bound by and comply with the following terms and conditions of use (these “Terms”)
and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are
not authorized to use the Site. BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THESE
TERMS.
1. CHANGES TO THE SITE
Your use of the Site constitutes your agreement to be bound by these Terms. We expressly reserve the
right to make any changes that we deem appropriate from time to time to the Site or to any
information, text, data, databases, graphics, images, sound recordings, audio and visual clips,
logos, software, opportunities, features, services, and other materials within the Site (all such
materials, and any compilation, collection, or arrangement thereof, the “Content”).
2. PRIVACY POLICY
Information that you provide to us or that we collect about you and your Company through your access
to and use of the Site is subject to our Privacy Policy, the terms of which are hereby incorporated
by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.
For inquiries regarding your privacy with Retrofit, please contact .
3. INTELLECTUAL PROPERTY
You understand and agree that we own, or (where applicable) we have lawfully licensed from third
parties, all right, title, and interest in and to the Site and all of the Content. You acknowledge
and agree that the Content constitutes valuable proprietary information that is protected by
applicable intellectual property and other proprietary rights, laws, and treaties of the United
States and other countries, and that you acquire no ownership interest by accessing or using the
Site or the Content. Such intellectual property and proprietary rights may include, but are not
limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such
rights are the property of Retrofit Inc. or its licensors and content providers.
4. LICENSE TO ACCESS AND USE
4.1 You may access and use this Site only for your personal use (or, if accessing the Site on behalf
of a Company, only your Company’s own internal use). Any other access to or use of the Site or the
Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or
other laws. We make no representation that Site or Content is appropriate or available for use in
locations other than the United States. If you choose to access this Site from locations other than
in the United States, you do so at your own initiative, at your own risk, and are responsible for
complying with applicable local laws.
4.2 You may not access, use, or copy any portion of the Site or of the Content through the use of
bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms.
You agree not to remove or modify any copyright notice or trademark legend, author attribution, or
other notice placed on or contained within any of the Content. Except as expressly authorized by us
in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit
for any commercial purpose any portion of the Site or the Content or any access to or use of the
Site or the Content.
5. RESTRICTIONS ON ACCESS
5.1 You represent and agree that all information that you provide to us in connection with your
access to and use of the Site is true, accurate, and complete to the best of your knowledge and
belief. Retrofit Inc. reserves the right, in its sole discretion, to terminate your access to all or
part of the Site, without notice or liability, for any reason, including, but not limited to: (a)
the unauthorized use of any username or password; or (b) the breach of any agreement between you and
Retrofit Inc., including, without limitation, these Terms. Following any such termination of access,
you will continue to be bound hereunder to the fullest extent applicable.
5.2 Upon being notified that your access is terminated, you must destroy any materials you have
obtained from the Site. You may not access the Site after your access is terminated without our
written approval. After terminating your access, Retrofit Inc. will retain all rights, including all
intellectual property rights, proprietary rights, and licenses retained in these Terms, and the
limitations upon your use and treatment of Content will remain in full force.
6. USER CONDUCT
In connection with your access and use of the Site and that of any person authorized by you to
access and use the Site, you are responsible for complying with all applicable laws, regulations,
and policies of all relevant jurisdictions, including all applicable local rules regarding online
conduct. Specifically, in connection with your use of the Site, neither you nor the Company may
cause or permit any person to do any of the following:
(a) use the Site or Content for any unlawful purpose;
(b) use the Site to post or transmit any material that contains any viruses, Trojan horses, worms,
time bombs, cancelbots, malware, adware, or other computer programming routines that may damage,
interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(c) impose an unreasonably or disproportionately large load on the Site or otherwise interfere with
or inhibit any other user of this Site from using or enjoying the Site;
(d) use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene,
pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise
objectionable information of any kind;
(e) use the Site to post or transmit any information which is invasive of another’s privacy or
publicity rights or that otherwise violates or infringes in any way upon the rights of others; and
(f) use the Site to post or transmit any advertisements, solicitations, chain letters, pyramid
schemes, investment opportunities or schemes, or other unsolicited commercial communication.
7. SUBMISSIONS
7.1 By disclosing or offering any information to us, including comments, computer files, documents,
graphics, suggestions, ideas, or other information (each, a “Submission”), either through your use
of the Site or otherwise, you authorize Retrofit Inc. to make such copies thereof as we deem
necessary, including to facilitate the posting and storage of the Submission on the Site. By making
a Submission, you automatically grant, and you represent and warrant that you have the right to
grant, to Retrofit Inc. an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide
license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat,
translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial,
advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare
derivative works of, or incorporate into other works, such Submission, and to grant and authorize
sublicenses of the foregoing.
7.2 By making a Submission, you represent that you have all requisite rights to, and are authorized
to disclose, all of the information contained in the Submission. You are fully responsible for any
Submission you make and for the legality, reliability, appropriateness, and originality thereof.
8. SECURITY
Retrofit Inc. takes such commercially reasonable measures as it deems appropriate to secure and
protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee
that any such transmissions are or will be totally secure. You are responsible for maintaining the
confidentiality of any information about you, including any username and any password used in
connection with your use of the Site. Retrofit Inc. will not be liable for any loss or damage arising
from the unauthorized use of your username or password.
9. HYPERLINKS
9.1 This Site may include hyperlinks to other websites which are not maintained by Retrofit Inc.. We
are not responsible for the content of such external websites and we make no representations
whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by
such websites. The inclusion of any hyperlink to external websites does not imply endorsement by
Retrofit Inc. of those websites or any products or services referred to therein. The terms of service
and privacy policies applicable to external websites may be different from those applicable to our
Site. If you decide to access any external website through a link within our Site, you do so
entirely at your own risk, and Retrofit Inc. will have no liability for any loss or damage arising
from your access or use of any external website. Since Retrofit Inc. is not responsible for the
availability of these websites, or their contents, you should direct any concerns regarding an
external website to the administrator of that website. You agree that you will bring no suit or
claim against us arising from or based upon any such use of external websites. Hyperlinks to other
websites that are provided on the Site are not intended to imply that: (a) we are affiliated or
associated with any external website; or (b) any linked site is authorized to use any of our
trademarks, trade names, logos, or copyrights.
9.2 Images of the Retrofit Inc. logo can only be used for linking purposes and can only be made with
our express written permission. By linking to the Site, you agree that you will not misrepresent
your relationship with us or present false or misleading impressions about us. No hyperlinks to the
Site may be used in a manner that implies or suggests that Retrofit Inc. approves or endorses you,
your website, or your goods and services. We will have no responsibility or liability for any
content appearing on your website. No hyperlink may appear on any page on your website or within any
context containing content or materials that may be interpreted as libelous, obscene, or criminal,
or which infringes, otherwise violates, or advocates the infringement or other violation of, any
third party rights.
9.3 We reserve the right, at any time and in our sole discretion, to request that you remove from
your website all hyperlinks or any particular hyperlink to the Site. We may at any time, in our sole
discretion, with or without cause, withdraw the permission granted herein to use the Retrofit Inc.
logo and your right to link to any pages on the Site. Upon our request, you agree to immediately
remove all hyperlinks to the Site and to cease using the Retrofit Inc. logo for linking purposes.
Thereafter, your posting of any future hyperlinks to the Site will require our express written
permission.
10. USE OF TRADEMARKS
Except for the limited permission to use the Retrofit Inc. logo as set forth in these Terms, you may
not, without our express written permission, use any of Retrofit Inc. trademarks or service marks for
any other purpose.
11. DISCLAIMER
THE USE OF THIS SITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SITE AND
THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED
AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, Retrofit Inc. AND ITS AFFILIATES
AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF THIS SITE OR ANY THIRD PARTY WEBSITE WILL
BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEBSITE WILL
ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE
OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE,
CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) THAT ANY DEFECTS IN THE SITE
OR IN THE CONTENT WILL BE CORRECTED; OR (e) THAT THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR
OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
12. LIMITATION OF LIABILITY
12.1 In no event will Retrofit Inc., its contractors, suppliers, content-providers, and other similar
entities, and the officers, directors, employees, representatives, and agents of each of the
foregoing (collectively, our “Contractors”), be liable to you, your Company, or any third party for
any losses or damages, alleged under any legal theory, arising out of or in connection with: (a)
your use of, or reliance on, the Site or the Content; (b) our performance of or failure to perform
our obligations in connection with these Terms; (c) the defamatory, offensive, or illegal conduct of
other users of the Site or of third parties; or (d) your purchase or use of any goods or services
provided by third parties.
12.2 Under no circumstances will Retrofit Inc. or our Contractors be liable to you, your Company, or
any third party for any indirect, consequential, incidental, punitive, special, or similar damages
or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage
to property, loss of use, business interruption, and claims of third parties) arising out of or in
connection with these Terms or the use of the Site or the Content, or the transmission of
information to or from the Site over the Internet, even if we were advised, knew, or should have
known of the possibility of such damages or costs. In a jurisdiction that does not allow the
exclusion or limitation of liability for certain damages, the liability of Retrofit Inc. and the
Contractors will be limited in accordance with these Terms to the extent permitted by law.
12.3 Without limiting any of the foregoing, if Retrofit Inc. or any of the Contractors is found
liable to you or to any third party as a result of any claims or other matters arising under or in
connection with these Terms, the Site, or your use of the Site, the maximum liability for all such
claims and other matters will not exceed $100 in any calendar year.
13. INDEMNIFICATION
You agree to defend and indemnify Retrofit Inc., and our officers, directors, employees,
representatives, and agents, against all claims, demands, suits, or other proceedings, and all
resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by
any third party arising out of: (a) content, data, or information that you submit, post to, or
transmit through the Site; (b) your access to and use of the Content, the Site, and other materials,
products, and services available on or through the Site and Retrofit Inc.; (c) your violation of
these Terms; (d) your violation of any rights of any third party; (e) your website; and (f) any
unauthorized use of a username, password, or account number. We reserve, and you grant to us, the
right to assume the exclusive defense and control of any matter subject to indemnification by you.
14. JURISDICTION
These Terms will be construed and enforced in accordance with the laws of the State of Illinois.
Each of you and your Company submits to personal jurisdiction in Illinois, and any cause of action
arising under these Terms or otherwise involving this Site will be brought exclusively in a court in
Cook County, Illinois.
15. WAIVER OF JURY TRIAL
YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY.
16. MISCELLANEOUS
16.1 If you believe that any Content on the Site violates or infringes a third party’s rights,
please provide a written notice to us at the email address provided below.
16.2 These Terms and the Privacy Policy (as each may be revised and amended from time to time
according to their respective terms) collectively constitute the entire agreement with respect to
your access to and use of the Site and the Content.
16.3 Our electronically or otherwise properly stored copy of these Terms will be deemed to be the
true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the
admissibility or enforceability of our copy of these Terms in connection with any action or
proceeding arising out of or relating to these Terms.
16.4 Any provisions of these Terms that are reasonably inferable to have been intended to survive
termination (including, but not limited to, any provisions regarding limitation of our liability or
indemnification) will continue in effect beyond any such termination of access to this Site.
16.5 These Terms do not confer any rights, remedies, or benefits upon any person other than you.
16.6 We may assign our rights and duties under these Terms at any time to any third party without
notice. You may not assign these Terms without our prior written consent.
16.7 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent
breach thereof.
16.8 If any provision of these Terms is held to be invalid or unenforceable, that provision will be
stricken and will not affect the validity and enforceability of any remaining provisions.
16.9 Possible evidence of use of the Site for illegal purposes will be provided to law enforcement
authorities.
16.10 Discontinuation of use of this Site is your sole right and remedy for any dissatisfaction with
the Site or any of the Content.
17. OTHER AGREEMENTS
If you have entered into a separate agreement with Retrofit Inc. with respect to your use of the Site
or any Content, that agreement will supersede these Terms to the extent they are in conflict.
18. QUESTIONS
Please contact us with any questions regarding the Site or these Terms at:
Retrofit Inc.
123 N. Wacker Dr. Suite 1250
Chicago, Il 60606
Telephone: 855-473-8763
Email:
19. ACKNOWLEDGEMENT
BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS.