Terms of Use

These Terms of Use are effective as of June 22, 2010.

Welcome to G-spout.com. The G-Spout.com website ("G-Spout.com" or "the Site") is owned and operated by The Tradeshow Marketing Company Ltd. and its corporate affiliates (collectively, "us", "we" or "the Company"). By using the Site, you signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"). We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the Terms of Use's effective date. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Site. It is your responsibility to regularly review these Terms of Use.

License To Use Site

Subject to your performance of all of the provisions of this Agreement, the Company hereby grants you a limited, terminable, personal, non-exclusive license to access and use the Site solely as provided herein. You may use the Site solely for personal and non-commercial purposes to browse the Company's product information and to place orders and communicate with the Company. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with the Company. Your right to use the Site is not transferable. You acquire no rights or licenses in or to the Site and materials contained therein other than the limited right to utilize the Site in accordance with the Terms and Conditions.

Additional User Representations

By using the Site, you represent, warrant and covenant that you: (i) have the power and authority to enter into this Agreement; (ii) shall not use any rights granted hereunder for any unlawful purpose; (iii) shall use the Site only as set forth in these Terms and Conditions; and (iv) are thirteen years of age or older to place orders on the Site. If you are under the age of 13, you are not allowed to place orders via the Site.

Data Rights

Any and all information that we obtain from you, or from transactions processed through the Site, including names, addresses, telephone numbers, e-mail addresses, and/or credit card information, and any other information concerning use, transactions, and traffic through the Site may be collected and used by us as provided in our Privacy Policy which can be accessed through the following link: Privacy Policy.

Restrictions

None of the material relative to the Site may be downloaded, distributed, reproduced, republished, incorporated into any information retrieval system, posted, transmitted or copied in any form or by any means, without the prior written permission of the Company and/or the copyright owner. You acknowledge that the Site has been developed, compiled, prepared, revised, selected and arranged by the Company and others through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of the Company and others.

Copyright/Trademark

The trademarks, logos and service marks ("Marks") displayed on the Site, including without limitation the G-Spout name and logo, are the property of the Company or third parties and cannot be used without the written permission of the Company or the third party that owns the Marks. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. Users are prohibited from using, transferring, disposing of, modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works of or using any content on the Site for commercial or public purposes. Nothing contained herein shall be construed by implication, estoppel or otherwise as granting to the user an ownership interest in any copyright, trademark, patent or other intellectual property right of the Company or any third party.

Ownership Of Materials

The Company exclusively owns all worldwide right, title and interest in and to all documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, "look and feel," compilations, magnetic translations, digital conversions and other materials included within the Site and related to the Site and all modifications and derivative works thereof, and all intellectual property rights related thereto.

User Feedback

You agree that all ideas, comments, suggestions or other information that you provide to us regarding the Site or products provided on the Site (the "Feedback") shall be our property, and may be used by us on a non-confidential and unrestricted basis, without compensation to you. If you transmit any ideas, information, concepts, know-how or techniques or materials to us through the Site, you hereby grant us an unrestricted, royalty-free, irrevocable license to use, reproduce, display, perform, modify, publish, sell, assign, transmit and distribute them in any form, media, or technology, and agree that we are free to use them for any purpose.

Product Reviews

The Product Review section of the Site is for the purpose of sharing positive experiences that you had with the Company, and/or with products of the Company. Published product reviews are genuine, but the Company reserves the right to edit or alter such to remove personal information, statements that may be a violation of law, or statements that may infringe on the rights of the Company or third parties. You give us permission to reprint or use the review in connection with our business (including but not limited to the marketing and selling of various products, as well as the marketing of the Company). You are agreeing to the following: (1) the reprint or use of the testimonial will be at our discretion and without compensation to you; (2) we may use the testimonial with or without any name credit; (3) our right to use the testimonial is perpetual and may be assigned by us; (4) We may use the testimonial locally, nationally or globally and such use may be made in any media, information or communication platform (including Internet advertising) currently in use or later developed; and (5) the Company may allow any of its parents, subsidiaries or affiliates to use the testimonial in the same manner as set forth herein but in relation to their businesses and websites.

Credit Card Payments

You hereby authorize the Company to charge all amounts owed to the Company hereunder, including, but not limited to, all amounts due for the products purchased on the Site, to the credit card you provide to the Company. You shall additionally be responsible for and shall immediately pay the Company, on demand, any payments that are made to the Company that are subject to a subsequent reversal. Questions regarding charges must be brought to the attention of the Company's billing department within thirty days after the end of the questioned billing period. Charges beyond thirty days old are not subject to review, reversal or refund.

Pricing

All pricing is subject to change without prior notice. We reserve the right to adjust the price of any product sold through the Site at any time in our sole discretion. In the event that a product is listed on the Site at an incorrect price due to a typographical error or error in pricing information received from our suppliers, the Company shall have the right to refuse or cancel any orders placed for the product listed at the incorrect price. The Company shall have 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 canceled, the Company shall issue a credit to your credit card account in the amount of the incorrect price.

No Warranties

All information on the Site is provided to you "as is, as available" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and express or implied warranties of title, non-infringement, security and accuracy. The Company does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement made through the Site by any party other than the Company. Use of the Site and the products sold thereon is at your sole risk and neither the Company nor any of its affiliates, suppliers, employees or agents warrant that the Site will be uninterrupted or error-free or that errors will be corrected. Other than as required under applicable consumer protection law, under no circumstance will the Company be liable for any damages of any kind arising from the use of this Site or the products sold thereon. It is the responsibility of the user to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Site. The Site may be temporarily unavailable from time to time for maintenance or other reasons.

Indemnification

You shall indemnify, defend and hold harmless the Company, its officers, directors, employees, suppliers, agents, subsidiaries, affiliates, successors and assigns (each an "Indemnitee") from all liabilities, losses, damages, claims and expenses, including reasonable attorneys' fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) your breach or violation of this Agreement; (b) your use of the Site and any transaction or other activity that arises from or is otherwise related to the Site; (c) any credit-card payments to the Company that are reversed; (d) any and all claims, demands, legal action or judgments arising out of or relating to any use, modification or enhancement of the products you purchase from the Company; and/or (e) your negligence or willful misconduct. In the event you fail to promptly indemnify and defend such claims and/or pay the expenses of such Indemnitee, as provided above, such Indemnitee shall have the right to defend itself, and in that case, you shall reimburse such Indemnitee for all of its reasonable attorney's fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of such Indemnitee's written requests.

Limitation Of Liability

Neither the Company nor its suppliers have any liability or obligation to you or any other person for any claim, loss, damage or expense caused in whole or in part, directly or indirectly, by the inadequacy of any products for any purpose, by any deficiency or defect in any product whether or not covered by any warranty, by the use or performance of any products or by any delay in the Company's performance or for any special, direct, indirect, incidental, consequential, exemplary or punitive damages, however caused, including without limitation, property damage, personal injury or loss of business or profit, whether or not you informed the Company of the possibility or likelihood of any such damages. Additionally, except in jurisdictions where such provisions are restricted, the Company shall not be liable for any direct, indirect, special, incidental, consequential or exemplary damages, whether foreseeable or not, that are in any way related to this Agreement, the breach thereof, the use or inability to use the Site, the results generated from the use of the Site, loss of goodwill or profits, lost business however characterized and/or from any other cause whatsoever.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Communications On Internet; Events Beyond Our Control

Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While the Company has endeavored to create a secure and reliable Site, the Company and its affiliates are not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters. The Company cannot guarantee your ability to access the Site at all times, or that the Site will be secure, uninterrupted, or error-free, nor can the Company provide assurances that transactions will be completed properly. The Company is not responsible for failure to receive an order or technical problems that may hinder the efficacy of an order. The Company and its affiliates shall not be liable for damages as a result of any delay or other failure of performance due to causes beyond its reasonable control including, without limitation, acts of God, acts of customer or any of its representatives, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, terrorism, telecommunications interruptions or computer viruses.

Confidentiality Of User Communications

Except as required or permitted by law, the Company will maintain the confidentiality of all user communications that contain personal user information and are transmitted directly to the Company. Your use of the Site is subject to our Privacy Policy, which is part of these Terms and Conditions.

Linked Internet Sites

The Site may contain links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such web sites, and such web sites are in no way investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Site does not imply approval or endorsement of the linked web site by us. When you access these third-party sites, you do so at your own risk.

Changes To Terms And Conditions

The Company reserves the right to revise these Terms and Conditions at any time and users of the Site are deemed to be apprised of and bound by any changes to these Terms and Conditions.

Termination By the Company

The Company may terminate this Agreement at any time, for any reason, with or without notice to you. You agree that immediately upon termination of this Agreement, whether or not you receive notice of such termination, the license herein shall be immediately terminated and you shall not have any further rights to use the Site. Upon termination of the license granted hereunder, the Company's obligations to you shall cease.

Governing Law/Venue

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California for agreements to be performed entirely within the State of California, without regard to choice of law provisions. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in Los Angeles County, California, for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction or venue of the courts in Los Angeles County, California.

Miscellaneous

To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed either a waiver of such provision or a waiver of the right to enforce such provision. This Agreement, including our Privacy Policy which is incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written regarding the subject matter hereof.