Terms & Conditions
Thank you for visiting the WIN website at www.woodworksinnovationnetwork.org (“WIN Website”) which is owned by Wood Products Council, an Oregon nonprofit (“WPC” or “We” or “Us”).
BY CONTINUING TO USE THIS WIN WEBSITE , YOU HEREBY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT IS PRESENTED TO YOU AS OF THE DATE OF YOUR FIRST USE OF THE WIN WEBSITE (THE “EFFECTIVE DATE”). NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THIS AGREEMENT WILL BE ACCEPTED BY WOOD PRODUCTS COUNCIL. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE THE WIN WEBSITE. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS
By visiting this WIN Website, You agree to the following:
1. Definitions. In addition to all other defined terms in this Agreement, the following terms have the following meanings:
1.1 “Access Right” means (unless an explicit distinction is made regarding the type of access rights granted to different types of Users) both the General Website Access Right and the WIN Member Access Rights, as such terms are defined herein
1.2 “Content” has the meaning set forth in Section 2.3 herein.
1.3 “General Website Access Right” has the meaning set forth in Section 2.1 herein.
1.4 “WIN Member” has the meaning set forth in Section 2.2 herein.
1.5 “WIN Member Access Right” has the meaning set forth in Section 2.2 herein.
1.6 “WIN Member Benefits” has the meaning set forth in Section 2.2 herein.
1.7 “WIN Member Profile” has the meaning set forth in Section 2.2 herein.
1.8 “WIN Member Promotion” or the “WIN Member Promotion Program” has the meaning set forth in Section 4.2 herein.
1.9 “WIN Member Rules” has the meaning set forth in Section 2.2 herein.
1.10 “WIN Member Website Feature” has the meaning set forth in Section 2.2 herein.
1.11 “User(s)” means (unless a distinction is made) all users of the WIN Website, including without limitation all of the WIN Members.
1.13 “WPC Server” or “Server”” means the computer software or hardware that serves and hosts the WIN Website to Users across the Internet.
2. Access Rights.
2.1 General Access Right to the Publicly-Available Features of the WIN Website. Subject to all of the terms and conditions of this Agreement, WPC hereby grants to each User a non-exclusive, revocable, and limited right to access and use the publicly-available, non-WIN Member portions of the WIN Website, provided that such access and use by such User is done in strict compliance with this Agreement and any other agreement that the User has entered into with WPC (collectively, the “General Website Access Right”).
2.2 Additional Access Rights for WIN Members.
2.2.1 The following additional terms have the following meanings:
(a) “WIN Member” means only those Users who: (I) have joined as a registered member of the WIN Website by completing the WIN membership registration process established by WPC from time to time, including without limitation, setting up a WIN Member Profile; and (ii) have paid, and continue to pay, any WIN Membership Dues that WPC may impose on WIN Members from time to time or at any time.
(b) “WIN Member Benefits” are those website features or functionalities, those social network features, and any other programs or benefits which are only made available to WIN Members, including without limitation certain blog rights only available to WIN Members, certain social media interaction between WIN Members, the sharing of certain WIN Member information with other WIN Members, and the ability of a WIN Member to participate in the WIN Member Promotion Program (as such term is defined herein).
(c) “WIN Member Profile” means the one or more informational profiles that a WIN Member voluntarily creates as a registeredWIN Member, including without limitation profiles containing one or more of the following which the WIN Member wants to make publicly available through the WIN Member Benefits: (i) the WIN Member’s personal and/or professional information and career background ; (ii) information about that WIN Member’s company; and/or (iii) information about buildings or other projects that the WIN Member has worked on or participated in.
(d) “WIN Member Rules” are any additional rules or procedures established by WPC, from time to time or at any time, which may not be described in this Agreement, and which impose any conditions, or otherwise govern, the WIN Members, including without limitation governing the WIN Member Access Rights, the WIN Member Benefits (including without limitation the WIN Member Promotion Program), or the WIN Member Profile.
(e) “WIN Membership Dues” means any membership fees or dues that WPC decides, at any time or from time to time, the WIN Members must pay to WPC in order to be, or to continue to be, a WIN Member and to use the WIN Member Benefits, including without limitation the WIN Member Access Right.
2.2.2 In order for a WIN Member to participate in WIN Member Benefits which are only accessible by WIN Members, and subject to all of the terms and conditions of this Agreement and any WIN Member Rules, WPC hereby grants to each WIN Member a non-exclusive, revocable, and limited right to access and use the WIN Benefits which are accessed through the WIN Website and to any other features or programs offered through the WIN Website which are only available to WIN Members (collectively, the “WIN Member Website Feature(s)”); provided that such access and use by such WIN Member of the WIN Member Website Features is done in strict compliance with this Agreement, the WIN Member Rules, and any other agreement that the WIN Member has entered into with WPC ( collectively, the “ WIN Member Access Right”).
2.3 Additional Conditions and Limitations on all Access Rights of all Users.
2.3.1 The following are additional terms and conditions governing all Access Rights of all Users:
(a) WPC reserves the right to suspend or revoke the Access Right of any User at WPC’s discretion. Notwithstanding the foregoing Access Right, WPC also has the right to change, suspend, or discontinue any (or all) aspects or features of the WIN Website at any time, and from time to time, including the availability of any content or features on the WIN Website. The Access Right granted to each User under this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
(b) Each User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the WPC Website, including, without limitation, Internet connections, modems, hardware, software, and long distance or local telephone service.
(c) As a further condition of each User’s use of the WPC Website, User covenants to WPC that User will not use the WPC Website for any unlawful purpose or for any purpose that is prohibited by this Agreement or, WIN Member Rules in the case of WIN Members. User may not use the WIN Website in any manner that could damage, disable, overburden, or impair the WIN Website and any WPC Servers, or interfere with any other party's use and enjoyment of the WIN Website, including without limitation any WIN Members. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the WIN Website.
(d) Notwithstanding any assistance that WPC may provide, the User assumes sole responsibility for the uploading and updating of any of the User’s Content, as may be available through the WIN Website.
2.3.2. Without limiting the generality of the foregoing, User agrees to all of the following provisions:
(a) User will not upload or transmit to, or distribute, publish or use on or through, any portion of the WIN Website any data, information, messages, text, photographs, graphics, works, material, or any other content of any kind, including without limitation, in the case of a WIN Member any content in or as a part of his/her WIN Member Profile or WIN Member Promotion (collectively, "Content"): (i) that may infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any party anywhere; (ii) that is unlawful, libelous, defamatory, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable; or (iii) that would violate any other rights of any party, would constitute or encourage a criminal offense, or would otherwise create liability or violate any local, state, federal or international law.
(b) without limiting the foregoing in anyway, if the WPC Website, including without limitation, allows any User to upload, transmit, or otherwise contribute any Content to the WIN Website, including without limitation any WIN Member uploading, transmitting or contributing any Content to its WIN Member Profile or as otherwise part of the WIN Member’s participation in any WIN Member Benefits, each such User hereby: (i) represents and warrants to WPC that User has the lawful right to distribute and reproduce such User Content; (ii) the User is solely responsible for its conduct while using the WIN Website, including, but not limited to, all User Content that the User (including without limitation all WIN Members) uploads, transmits, contributes or otherwise uses on or through the WIN Website; and (ii) WPC IS NOT RESPONSIBLE OR LIABLE FOR THE COMPLETENESS, ACCURACY, OR ANY USE OF ANY USER CONTENT (INCLUDING WITHOUT LIMITATION ANY WIN MEMBER PROFILE INFORMATION OR ANY OTHER INFORMATION PROVIDED OUR USED AS PARTY OF ANY WIN MEMBER PROGRAM) BY ANY OF THE USERS, INCLUDING WITHOUT LIMITATION BY ANY WIN MEMBER, OR BY ANY OTHER PARTIES.
(c) User hereby grants WPC a perpetual, worldwide, transferable, fully paid up right to use User’s Content to: (i) provide the User with the any of the services contemplated by the WIN Website, under this Agreement or under any other contract between User and WPC, including without limitation any other uses normally intended for Users, (ii) with regard to the WIN Members, to use the Uesr’s Content to the extend needed to carry out the WIN Member Benefits or as otherwise contemplated by this Agreement or the WIN Member Rules; or (iii) to assist WPC with carrying out WPC business purpose or operations.
2.3.3 Without limiting the generality of any other provisions herein, User further agree to all of the following additional provisions:
(a) User will not impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity.
(b) User will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail.
(c) User will not use the WIN Website for purposes not authorized by WPC.
(d) User will not use the WIN Website for any illegal purpose or any fraudulent scheme or transaction.
(e) Users are prohibited from violating or attempting to violate the security of the WPC Website or any WPC Server, including, without limitation, (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network; or (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services.
(f) Users acknowledge that any violations of any system or network security (including, but not limited to, that of the WIN Website or any WPC Server) may result in civil or criminal liability. WPC has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. WPC also reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the WIN Website. By User’s use of the WIN Website, User authorizes WPC to take such action.
2.3.4 In addition to any other right to terminate this Agreement, WPC hereby has the absolute right to immediately terminate, without warning, any account that it believes, in its sole discretion, breaches any of the provisions of this Section 2.
3.1 Each User agrees that: (i) if the User has any Content or any login or password associated with this WPC Website, then User is solely responsible for maintaining the confidentiality of the same; and (ii) if the User has any login or password associated with this WPC Website, including without limitation in the case of WIN Members his or her WIN Member Profile, then User: (a) is solely responsible for all uses of its login and password regardless of whether these uses are authorized by User. Client, and (b) User will immediately notify WPC of any unauthorized use of the User’s login and password.
4. Additional Terms and Conditions related to WIN Members.
4.1 Without limiting any other provisions in this Agreement, each WIN Member acknowledges and agrees that by registering as a WIN Member and creating a WIN Member Profile, the WIN Member consents to the sharing with and use by WPC and other WIN Members of all of the WIN Member’s information contained in his /her WIN Member Profile or otherwise disclosed as part of any WIN Member Benefits, such sharing and use by WPC and the other WIN Members to be as contemplated by this Agreement and by the WIN Member Rules.
4.2 For purposes of this Agreement, the following terms have the following additional meanings:
(a) “WPC Partners” means partners of WPC, including without limitation Think Wood and the Softwood Lumber Board, who may participate in the WIN Member Promotion Program.
(b) “WIN Member Promotion” or the “WIN Member Promotion Program” means a voluntary WIN Member Benefit made available to WIN Members by which a WIN Member elects to allow WPC and/or WPC Partners to use that WIN Member’s WIN Member Profiles (including without limitation the WIN Member’s personal and professional information, company information, or project profiles the WIN Member made available) in order to promote or publicize the WIN’s Member, the WIN Member’s company and the WIN Member’s projects to other WIN Members, other developers and other stakeholders in the design and construction community, such promotion to be through social media, e-blasts, or other available forms of communication or media.
4.3 The parties agree that, in addition to any other conditions in the WIN Member Rules which may govern the WIN Member Promotion Program, the following shall govern the WIN Member Promotion Program and the rights of GPC and GPC Partners who promote WIN Member under the WIN Member Promotion:
4.3.1 A WIN Member can voluntary join the WIN Member Promotion Program by electing to do so through a process set forth on the WIN Website or through any other process set forth in the WIN Member Rules. At the time of such election, the WIN Member can election to allow WPC, the WIN Partners, or all of these parties to promote or publicize the WIN Member pursuant to the WIN Member Promotion Program.
4.3.2 If a WIN Member elects to allow WPC to promote or publicize the WIN Member pursuant to the WIN Member Promotion Program, then the WIN Member hereby expressly gives WPC permission to use all of the WIN Member’s information, material and other data in its WIN Member Profile (including without limitation all personal and professional information, company information, and project profiles the WIN Member made available therein) and any other information the WIN Member provides as part of the WIN Member Promotion Program (hereinafter collectively referred to as the “WIN Member’s Voluntarily Provided Data”) to enable WPC to carry out such efforts to promote and publicize such WIN Member. If such WIN Member no longer wants WPC to continue to promote and publicize the WIN Member pursuant to the WIN Member Promotion Program, then the WIN Member must send an email message to [email protected] stating that the WIN Member no longer wants WPC to promote the WIN Member (“Promotion Opt-Out Notice to WPC”). Once WPC has received that WIN Member’s Promotion Opt-Out Notice to WPC, WPC will use commercially reasonable efforts, in a commercially reasonable time period, to try to carry out the WIN Member’s request; provided, however: (i) WPC will not have any obligation to retrieve from any third party, require data erasure by any third party of, or prevent the further use by any third party of, any of the WIN Member’s information which was already shared or distributed with such third parties up to that time as part of the WIN Member Promotion Program (“Pre-Notice Third Party Recipients”); (ii) WPC shall not be liable to the WIN Member for such lack of retrieval from, lack of data erasure by, or continued use of any such WIN Member information by any of the Pre-Notice Third Party Recipients; and (iii) the WIN Member will need to independently contact the Pre-Notice Third Party Recipients directly regarding the continued use of that information by such parties.
4.3.3 If a WIN Member elects to allow the WPC Partners to promote or publicize the WIN Member pursuant to the WIN Member Promotion Program, then the WIN Member hereby expressly gives the WPC Partners permission to use all of the WIN Member’s Voluntarily Provided Data (as such term is defined in Section 4.3.2 above) to enable the WPC Partners to carry out such efforts to promote and publicize such WIN Member. If such WIN Member no longer wants a WIN Partner to continue to promote and publicize the WIN Member pursuant to the WIN Member Promotion Program, then the WIN Member agrees that: (i) the WIN Member must directly contact that particular WPC Partner through the contact information or process provided on the website of the applicable WPC Partner; and (b) WPC is not responsible for assisting the WIN Member in requiring the WPC Partner to follow the opt-out request by the WIN Member. Each such WIN Member also agrees that once any WIN Member’s Voluntarily Provided Data is provided to a WPC Partner: (i) use by the WPC Partner of the WIN Member’s Voluntarily Provided Data will be subject to the WPC Partner’s privacy policies; and (ii) WPC will not be responsible or liable to the WIN Member User for how that WPC Partner may use such WIN Member’s Voluntarily Shared Data.
4.4 THE EXISTENCE OF ANY WIN MEMBER’S WIN MEMBER PROFILE ON THE WIN WEBSITE OR THE PARTICIPATION OF A WIN MEMBER IN ANY WIN MEMBER PROMOTION PROGRAM DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION BY WPC OF SUCH WIN MEMBER, HIS/HER COMPANY, ANY PROJECT DESCRIBED OR CONTAINED IN HIS/HER WIN MEMBER PROFILE OR ANY OTHER SERVICES OR PRODUCTS PROVIDED BY SUCH WIN MEMBER OR BY THE WIN MEMBER’S COMPANY. NO WIN MEMBER IS PERMITTED OR AUTHORIZED TO MAKE ANY SUCH REPRESENTATION OR STATEMENT ON WPC’S BEHALF.
5. User’s Representations and Warranties; Indemnity.
5.1 Each User hereby represents and warrants to WPC that; (a) User either owns, or has all legal rights to use, all of the User’s Content that User has uploaded, transmitted, distributed, published or used on or through the WIN Website, including without limitation in the case of the WIN Members, all of the information in the WIN Member Profile; and (b) all of the User’s Content (including without limitation in the case of the WIN Members, all of the information in the WIN Member Profile) will not infringe on any trademark, copyright or any other intellectual property rights of any third party anywhere.
5.2 User will indemnify WPC, its subsidiaries, affiliates, directors, officers, consultants, agents, and employees, and hold them harmless from and against any and all claims, liabilities, damages, penalties, settlements, and costs and expenses (including, without limitation, reasonable attorneys' fees), asserted by any and all third parties arising or resulting from (a) User’s breach of any term or condition of this Agreement, including without limitation any covenants, representations or warranties of the User set forth in this Agreement; or (b) in the case of an User that is a WIN Member, any breach of any WIN Member Rules.
6. Copyrights and Other Intellectual Property Rights; Reservation of Rights.
6.1 WPC’s policy is to respect the copyright and intellectual property rights of others. WPC has the absolute right to (i) immediately terminate all right (including, without limitation, all Access Rights) of any Users who (in WPC’s determination) appear to infringe upon the copyright or intellectual property rights of others, and (ii) remove any Content from the WPC Website that, in WPC’s determination, may infringe the copyright or other intellectual property rights of any third party.
6.2 This Agreement shall not be interpreted to transfer any rights in any intellectual property from WPC to any Users. WPC or its licensors shall solely own all inventions, patents, trademarks/service marks, logos, images, graphics, content, reports, analysis, data, formulae, processes, techniques, software, website designs, all other copyrights, and all other intellectual property provided in, or made available by using, or otherwise contained in, the WIN Website and otherwise provided in furtherance of this Agreement or any WIN Member Rules (collectively, “WPC IP Assets”).
6.3 WPC IP Assets may not be used by User without the prior written permission from WPC, and then only with proper acknowledgement. Any rights not expressly granted herein to User are reserved to WPC. In addition to any other conditions on Client’s Access Right as set forth in this Agreement, Client’s Access Right is subject to the following additional conditions: (i) User shall not modify, disassemble, decompile or reverse translate or create derivative works from any of the WPC IP Assets or otherwise attempt to derive any source code of the same or let any third party do the same; (ii) no copyrighted material, content, or any other WPC IP Assets may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated either in such materials or in this notice without the express prior written permission of WPC (which WPC may or may not grant in its sole discretion); (iii) User shall not remove, alter, cover or obscure any copyright notices or other proprietary rights notices of WPC or any other party placed on or embedded in the WPC IP Assets and shall otherwise retain all such notices on all copies of the same; and (iv) use of any of the WPC IP Assets is prohibited unless User is an authorized User in good standing. Unauthorized use is a violation of copyright and other intellectual property rights and is actionable under law.
6.4 User agrees to keep strictly confidential all WPC IP Assets that have not been made publically available by WPC. User also acknowledges and agrees that the terms and conditions of this provision shall survive the cancellation, expiration or termination of this Agreement for any reason.
7. Site Resources Provided “AS IS”. The WPC Website may provide a wide variety of information, data, facts, and features for the User’s benefit and use, including without limitation WIN Member Profiles in the case of WIN Members collectively, “Site Resources”) Each User acknowledges and agrees as follows
(i) the Site Resources may be general in nature, and may not apply to particular factual circumstances of the User;
(ii) All Site Resources are provided “AS IS” and may not be complete or may not be fully accurate. Therefore, the Site Resources should not be relied upon or act as a substitution for the User’s independent investigation or the User’s obtaining its own independent professional counseling;
(iii) If any Site Resources are dependent on or contain any information or other content obtained from, or provided by, a source other than directly from WPCI (such as information provided by a WIN Member in his/her WIN Member Profile), then the original source for that information or content (including without limitation a Win Member regarding his/her Win Member Profile) is solely and exclusively responsible for the accuracy and completeness of all such information and content and WPC is not responsible or liable for the accuracy or completeness of any such third party information or content; and
(v) WPC may make improvements and/or changes to this WPCI Website, Site Resources and its WPC Servers at any time.
8. Links to Third Party Sites. As a convenience to Users, the WIN Website may now, or in the future, provide links to other Internet web sites that are not owned by WPC, and are not under WPC’s control (“Third Party Websites”). WPC does not control the Third Party Websites and is not responsible for data, material, recommendations or any other information included in any Third Party Websites icluding, without limitation, any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the WIN Website to any entity, product, service or information provided through a Third Party Website does not constitute an endorsement or recommendation by WPC. No Third Party Website is authorized or permitted to make any representations or warranties on WPC’s behalf. Your visit to any Third Party Websites, or Your act of providing any of your personal information to the owner of any Third Party Website (including without limitation a WIN Member providing any information in his/her WIN Member Profile to a Third Party Website) constitutes the User’s automatic agreement that the User’s action using such Third Party Website (including without limitation any information provide to the owners of any such Third Party Websites) shall be subject to and governed by the terms and conditions of such Third Party Websites, including without limitation the privacy policies of such Third Party Websites, but not this WIN Website’s Agreement. User should refer to each Third Party Website’s specific terms and conditions.
9. Disclaimer of Warranties; Disclaimer of Liability.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SITE RESOURCES AND ALL OTHER CONTENT, FEATURES OR FUNCTIONALITIES PROVIDED BY WPC THROUGH THIS WPC WEBSITE, INCLUDING WITHOUT LIMITATION ALL SITE RESOURCES, ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE OF THE FOREGOING REMAINS SOLELY WITH THE USER. WITHOUT LIMITING THE FORGOING IN ANY WAY, WPC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS OR ACCURACY OF THE SITE RESOURCES CONTAINED IN THIS WIN WEBSITE AND ALL SITE RESOURCES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WPC HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WPC DOES NOT WARRANT THAT THE WPC WEBSITE AND THE SITE RESOURCES ON THE WIN WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT ANY WPC SERVER MAKING THIS WPC WEBSITE AVAILABLE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
9.2. WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISIONS IN THIS AGREEMENT, WPC IS NOT RESPONSIBLE OR LIABLE FOR THE COMPLETENESS, ACCURACY, OR ANY USE OF ANY USER CONTENT (INCLUDING WITHOUT LIMITATION ANY WIN MEMBER PROFILE INFORMATION OR ANY OTHER INFORMATION PROVIDED OUR USED AS PART OF ANY WIN MEMBER PROGRAM) BY ANY OF THE USERS, INCLUDING WITHOUT LIMITATION BY ANY WIN MEMBER, OR BY ANY OTHER PARTIES.
9.3 WPC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM INCONVENIENCE, OR LOSS OF USE, RESOURCES OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE WIN WEBSITE, OR ANY SITE RESOURCES MADE AVAILABLE THROUGH THIS WIN WEBSITE, OR ANY THIRD PARTY WEBSITES, EVEN IF WPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
11. Termination. In the event a User (including without limitation any User who is a WIN Member), or anyone else using User’s privileges, violates the terms of this Agreement (including without limitation, in the case of a WIN Member, failing to pay the WIN Membership Dues or violating any WIN Member Rules) WPC reserves the right to take any action it deems appropriate against such User, including, but not limited to, termination of this Agreement, further including without limitation: (i) terminating all Access Rights of such breaching User; and/or (i) terminating all other WIN Member Benefits of a breaching WIN Member. In addition to any other right of WPC to terminate this Agreement, WPC further reserves the right, at any time, in its sole discretion, and for any reason, to terminate this Agreement, including all Access Rights.
12. Miscellaneous Provisions.
12.1 Governing Law. This Agreement shall be construed and controlled by the laws of the State of Oregon. The laws of the State of Oregon will govern any dispute arising from the terms of this Agreement or a breach of this Agreement.
12.2 Notices. Except as otherwise expressly provided in this Agreement, any communications between the parties, or notices to be given hereunder, will be given in writing by personal delivery, express courier, facsimile, or United States Postal Service, postage prepaid, or by email to User at any address (or facsimile or email) it has provided to WPC, or to WPC at the official address (or official facsimile or official email address) given for WPC’s corporate headquarters, or to such other addresses or numbers as WPC may hereafter indicate pursuant to this Section. Unless otherwise provided in this Agreement, any communication or notice so addressed and mailed will be deemed to be given five (5) days after mailing; provided, however, any communication or notice delivered:(i) by facsimile will be deemed to be given when the transmitting machine generates a receipt of a successful transmission of the notice; or (ii) by email will be deemed to be given when the email has been generated and sent by the sender. Unless otherwise provided in this Agreement, any communication or notice given by personal delivery will be deemed to be given immediately upon such delivery, provided such delivery is made to the person indicated below.
12.3 Remedies. User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use of the WIN Website, and therefore User agrees that WPC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
12.4 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
12.5 Binding Effect; No Assignment by Client; Permissible Assignment by WPC. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that User may not assign this Agreement, in whole or in part. Any purported assignment in violation of this Section shall be void. WPC shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
12.6 Entire Agreement; Modification; Waiver. This Agreement, including any WIN Member Rules, constitutes the entire agreement between the parties with respect to the subject matter hereof. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of WPC, its agents, or employees, but only by an instrument in writing signed by an authorized employee of WPC. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
If You Have Questions: If You have questions about this Agreement, You should contact Wood Products Council at [email protected].