Metalaire Louver - Terms of Use

Welcome to the Metalaire Louver website, available at “MetalaireLouver.com” (the “Site”). The Site is owned and operated by Metalaire Louver (“Metalaire Louver”). Please read these Terms of Use carefully before using the Site. By accessing or using the Site in any way, including, without limitation, browsing the Site, using any information, placing an order, and/or submitting your personal information to Metalaire Louver, you agree to and are bound by the terms, conditions, policies and notices contained in these Terms of Use (these “Terms”), including but not limited to conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Tennessee law. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SITE.

SITE CONTENT

The contents of the Site is: ©2009 Metalaire Louver. All rights reserved. The Site contains copyrighted materials, trademarks, service marks, logos, trade dress and other proprietary content, including but not limited to text, software, sound, photographs, buttons, images, video and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Site and the Content are copyrighted as a collective work under United States copyright laws (collectively, “Intellectual Property Rights”). You are only permitted to use the Content as expressly authorized herein or in writing by Metalaire Louver. Neither these Terms nor your use of the Site transfers any right, title or interest in the Site or the Content to you, and Metalaire Louver and its third party licensors retain all of its and their respective Intellectual Property Rights in and to the Site and Content.
Except as provided in these Terms, you may not use, modify, republish, frame, print, display, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from the Site, in whole or in part, without the express written permission of Metalaire Louver. Requests for such permission should be made to Metalaire Louver at info@metalairelouver.com.
The Site is available worldwide to anyone with Internet access. However, the Site may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service or other unforeseen circumstances. The Site, including any advertising content, are intended for use and display only where their use and display are permissible in accordance with applicable laws and regulations. Further, a reference to a product or service on the Site does not imply that such product or service is or will be available in your location.
Certain product, service, or company designations for companies other than Metalaire Louver may be mentioned in the Site for identification purposes only. Third party trademarks, trade names, logos, product or services names contained on the Site are the trademarks, registered or unregistered, of their respective owners.

USER CONDUCT

By using this Site, including all Content and services available through it, you agree that you shall not:

delete, modify, hack or attempt to change or alter any of the Content on the Site;
use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Site or server or networks connected to the Site, or take any other action that interferes with other parties' use of the Site;
use any robot, spider or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for purposes other than for a generally available search engine;
use any Metalaire Louver names, service marks, or trademarks without our prior written consent, including without limitation as metatags, search engine keywords, or hidden text;
use any material or information, including images or photographs, which are made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party;
upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;
create a false identity for the purpose of misleading others;
provide false information on your account registration form, or impersonate someone else;
publish, post, upload, distribute or disseminate any inappropriate, profane, obscene, indecent or unlawful topic, name, material or information; or
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any third party.

PERMISSIBLE USE

Except as indicated to the contrary elsewhere on the Site, you may view, copy, retransmit and print the Content available on the Site subject to the following conditions:

the Content is used solely for personal, non-commercial informational purposes;
the Content is not provided, sold, licensed or leased (nor is access provided to the Content) for any fee or other consideration;
all copyright, trademark and other proprietary rights notices included in the Content as presented on the relevant Site appear on all copies;
the Content is not modified or altered in any way; and
no graphics are used separately from accompanying text.

SUBMISSIONS AND CONTRIBUTIONS

Metalaire Louver does not seek or accept unsolicited ideas or suggestions relating to the development, design, manufacture or marketing of our products. We also do not solicit or agree to pay for your creative ideas. If you choose to submit feedback, you acknowledge and agree that you do so voluntarily without creating any contract or confidentiality obligations. The content of your submission, including but not limited to remarks, suggestions, ideas, graphics or other content will become and remain the sole property of Metalaire Louver, and Metalaire Louver shall be entitled to use the submission and any ideas contained therein for any purpose whatsoever, without restriction and without compensation to you. You warrant that any materials, information and/or images you contribute or submit to Metalaire Louver are original or are in the public domain and that you are the sole author with the full power to submit the same and to grant the above rights to Metalaire Louver.

ORDER ACCEPTANCE

The Site may provide an invitation for you to make us an offer to buy the items described. When you submit an order it constitutes an offer to us, which we accept only by shipping the item(s) ordered. Internet orders generate an automatic order confirmation email. These automatic order confirmation emails do not constitute our acceptance of the offer, and we reserve the right, at our sole discretion, to refuse or cancel any order for any reason. For your convenience, you will not be charged until your payment method is authorized, the order information is verified for accuracy, and your order is shipped. Some situations that may result in your order being cancelled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified regarding your credit information. We also may require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after your credit card has been charged, we will issue a credit to your credit card in the amount of the charge.

SECURE ORDERING

To provide credit card security and keep your personal information safe, Metalaire Louver uses 128-bit Secure Socket Layer (SSL) technology, the industry standard encryption technology for secure Internet transactions. All of your information is encrypted. To protect your information once it is received by Metalaire Louver, firewalls are designed to keep information safe and inaccessible to other Internet users. To confirm that your connection is secure, look for a locked padlock icon or solid key icon at the bottom of your browser window. The letters "https" (rather than "http") located in the URL address window at the top of your browser will indicate that you are using a secure browser.

ACCOUNTS AND PASSWORDS

Certain features or services offered on or through the Site may require you to open an account (including setting up a user name and password). You are solely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Metalaire Louver immediately of any unauthorized use of your account or password. You may not use the account, user name or password of any other individual or company at any time without the express written permission and consent of the holder of the account, user name or password. Metalaire Louver will not be liable for any loss or damage arising from your failure to comply with this Section 9.

MODIFICATIONS TO TERMS

Metalaire Louver may change these Terms from time to time. Please review these Terms periodically for any updates or changes. Your continued use of the Sites following the posting of any updates or changes to these Terms means that you accept and agree to the updates and changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to immediately terminate use of the Site. Sections 1-7 and 9-21 of these Terms shall survive any such termination.

TERMINATION OR MODIFICATIONS TO SITE

Metalaire Louver reserves the right to modify or terminate your access to the Site (or portions of the Site) at any time, temporarily or permanently, with or without notice to you. Metalaire Louver may also impose limits on certain features, services, or all or a portion of the Site without notice or liability. You acknowledge and agree that Metalaire Louver will not be liable to you or any third party in the event that Metalaire Louver exercises its right to modify or terminate access to the Sites or portions of the Sites.

NO INVESTMENT ADVICE; FORWARD LOOKING STATEMENTS

Nothing on the Site constitutes investment advice. The Site may contain information that includes or is based upon forward-looking statements within the meaning of the federal securities laws, specifically the Securities Litigation Reform Act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They typically use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other similar words.

Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual results may vary materially, and there are no guarantees about the performance of our stock. Given these uncertainties, you should not place undue reliance on any forward-looking statements. You should review our SEC filings for more information on these and other factors besides those listed here that could also adversely affect Metalaire Louver.

YOUR PRIVACY
Metalaire Louver will treat any information it collects from you in accordance with its Privacy Policy, available at http:\\www.metalairelouver.com\t-security.aspx, which is hereby incorporated by reference. Please review the Privacy Policy before you use this Site. If you are unwilling to accept the practices outlined in the Privacy Policy, we ask that you not use this Site.

COPYRIGHT INFRINGEMENT

In accordance with the Digital Millennium Copyright Act ("DMCA"), http://lcweb.loc.gov/copyright/, Metalaire Louver has designated an agent to receive notifications of alleged copyright infringement associated with the Site. Metalaire Louver will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action under the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify our copyright agent at info@metalairelouver.com or through the address set forth at the end of this page. When notifying Metalaire Louver of the alleged copyright infringement, please include all of the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
Identification of the copyrighted work alleged to have been infringed;
a description of the material that is claimed to be infringing and information sufficient to locate the material on the applicable Site;
information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

If material is believed in good faith by Metalaire Louver to infringe a copyright or otherwise violate any intellectual property rights, Metalaire Louver will remove or disable access to any such material.

OTHER SITES, CONTENT, PRODUCTS AND SERVICES

As a convenience to you, the Site may run advertisements and provide links to web sites and access to content, products and services of third parties, including without limitation, Metalaire Louver affiliates and strategic partners and other entities (“Linked Sites”). You should refer to the separate terms of use, privacy policies, and other notices posted on Linked Sites before you use them. Metalaire Louver does not author, edit or monitor these Linked Sites, and is not responsible or liable for:

the availability of or content provided on such Linked Sites, nor does inclusion of any link imply endorsement of the Linked Sites by Metalaire Louver, or vice versa;
third party content accessible through such Linked Sites;
any loss or damage whatsoever you may incur from dealing with any Linked Site; or
your dealings with any third parties found on or through this Site, the payment for and delivery of goods if any, or any terms, conditions, warranties, or representations associated with such dealings. You bear all risk associated with your use of such Linked Sites, third party services, and your correspondence or business dealings with third parties found on or through this Site.

TYPOGRAPHICAL ERRORS; COLORS

Our goal is to provide complete, accurate, and up-to-date information on our Site. Unfortunately, it is not possible to ensure that any web site is completely free of human or technological errors. This Site may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. Metalaire Louver therefore reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. We sincerely apologize for any inconvenience this may cause. In the event that any merchandise or product offered on this Site is mistakenly listed at an incorrect price, Metalaire Louver reserves the right to refuse or cancel any orders placed for such products listed at the incorrect price. Metalaire Louver reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Metalaire Louver will issue a credit to your credit card in the amount of the incorrect price.

In addition, we have done our best to display as accurately as possible the colors of the products shown on the Site. However, because the colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.

DISCLAIMER

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITES AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN "AS IS, WHERE IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. METALAIRE LOUVER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. METALAIRE LOUVER MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SITES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE OR ACCURATE; OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL METALAIRE LOUVER, ITS DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING FROM YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THE SITES OR ANY SERVICES PROVIDED IN CONNECTION WITH THE SITES, EVEN IF METALAIRE LOUVER’S HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, COMMUNICATIONS FAILURE, THEFT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT BODILY INJURY, PROPERTY DAMAGE, STRIKES OR ANY FORCE MAJEURE. YOU ACKNOWLEDGE THAT THIS SECTION SHALL APPLY TO ANY AND ALL CONTENT, PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE. If, notwithstanding the other provisions of these Terms, Metalaire Louver is found to be liable to you or any third party for any damage or loss which arises out of your use of the Site or any Content or services provided in connection with the Site, Metalaire Louver liability shall in no event exceed the greater of (a) the total of the last order completed in the six (6) months prior to the date of the initial claim made against Metalaire Louver, or (b) $100.00. Some jurisdictions do not allow certain limitations or exclusions of liability in some circumstances. Therefore, some of the foregoing limitations may not apply to you.

You agree that any claim or cause of action arising out of these Terms or your use of the Site must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Metalaire Louver to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

DISPUTE RESOLUTION

You agree that any dispute arising out of or relating in any way to your use of the Sites or the purchase of products from Metalaire Louver through the Site requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Metalaire Louver's intellectual property rights, Metalaire Louver may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in the city of Memphis, Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association ("AAA"), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys' fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.

BECAUSE USE OF THE SITES REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS' DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee or to any Federal Court located within the State of Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (b) to service of process in any such action by registered mail or any other means provided by law. Should this Section 19 be deemed invalid or otherwise unenforceable for any reason, it shall be severed. In such event, the parties to these Terms agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Memphis, Tennessee, and each party hereby waives any defense related to personal jurisdiction, process or venue.

ACKNOWLEDGEMENT

You acknowledge (a) that you have read and understood these Terms; and (b) that these Terms have the same force and effect as a signed agreement.

GENERAL

Metalaire Louver may assign its rights and duties under these Terms without notice to you. You may not assign these Terms without the prior written consent of Metalaire Louver’s. If any provision of these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. Metalaire Louver’s failure to act with respect to a breach by any user using the Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. These Terms, the Privacy Policy, and any modifications to the foregoing constitute the entire agreement between the parties with regard to the subject matter in these Terms and supersede all prior understandings and agreements, whether written or oral, as to such subject matter.

CONTACT INFORMATION

If you have any questions about these Terms, the practices of Metalaire Louver, or your dealings with the Site, please contact us through one of the methods listed below.

E-mail: info@metalairelouver.com

Address: Metalaire Louver
3198 Jean Lane
Memphis, TN 38118
Telephone: 1-877-365-9694

Last Updated: January 16, 2010