WEBSITE TERMS AND CONDITIONS OF ACCESS AND USE

Welcome to the Walkway website (the “Site”). This Site is owned by Walkway, L.L.C. (“Walkway”). It is provided as a convenience and for information purposes only.  This Terms and Conditions of Access and Use Agreement (the “Agreement”) describes the terms and conditions and the general principles applicable to your access and use of the Site. By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference. Walkway reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Site, any policy or guideline of the Site, at any time and in its sole discretion without further notice.  Any changes or modification will be effective upon including the revisions and changes on the Site.  Your continued use of this Site following the changes or modifications will constitute your acceptance of such changes or modifications.  THEREFORE, YOU SHOULD FREQUENTLY REVIEW THE SITE, THIS AGREEMENT, AND APPLICABLE POLICIES TO UNDERSTAND THE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THIS SITE.

1. General Terms

a. Use of Site

Subject to the terms and conditions of this Agreement including the Privacy Policy which is incorporated herein by reference, Walkway grants you a limited, nonexclusive, revocable right to access and make personal, non‑commercial use of this Site, provided you do not modify, alter or download (other than page caching) any portion of it unless otherwise specifically provided herein or you have obtained written authorization in advance from Walkway.  The permission granted to you shall terminate automatically and immediately if you breach any of the terms or conditions set forth in this Agreement.  All rights not expressly granted herein, are expressly reserved by Walkway.

b. Prohibited Use of Site

.You shall not make any commercial use of this Site or its contents.  You further agree not to download or copy any content for the benefit of any third‑party or use any data mining, robots, or similar data gathering and extraction tools.  This Site, or any portion of this Site, may not be reproduced, duplicated, copied, displayed, sold, resold, visited, or exploited for any commercial purpose without the express written consent of Walkway.  You agree not to interfere, disrupt or attempt to gain unauthorized access to this Site or any other related computer network.  You further agree not to disseminate, store, or transmit viruses, Trojan horses or any malicious code or program or engage in any other activity deemed by Walkway to be in conflict with the spirit or intent of this Agreement.  You agree to use the Site only for lawful purposes. 

c. Privacy

.Walkway does not sell or rent your personal information to third parties for their marketing purposes without your consent, and we only use your information as described in the Privacy Policy. Our current Privacy Policy is incorporated herein by reference.

d. Confidential Information

Except as necessary to make purchases on this Site, do not use this Site as a means of submitting information you consider to be confidential or proprietary.  You agree that any material provided by you in the form of e‑mail or submissions to Walkway, or postings on this Site, are  not confidential (subject to Walkway’s Privacy Policy).  Walkway shall be entitled to the unrestricted use of this material for any purpose, commercial or otherwise, without acknowledgment or compensation, and you irrevocably waive any and all “moral rights” in such materials, including the rights of paternity and integrity.

e. Accessibility

.You acknowledge and agree that at times this Site may be inaccessible or inoperable for any reason whatsoever, including, without limitation:  (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Walkway may undertake from time to time; or (iii) causes which are beyond the control of Walkway or which are not reasonably foreseeable.

2. Ownership of Intellectual Property

The trademarks, service marks, brand names and logos appearing on this Site are owned by Walkway and others.  Nothing herein shall be construed as granting any license or right to use any trademarks, service marks, brand names, or logos appearing on the Site, without the express written permission of the owner.  Copyrights in content provided on this Site are exclusively owned by Walkway or others, and are protected by U.S. and international copyright laws. Except as stated herein, you agree that you will not copy, reproduce, modify, alter, create derivative works from, distribute, display, post, or transmit any Copyrighted Works (except for your personal, private, non‑commercial use) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Walkway and any appropriate third party as applicable.

3. Links

Walkway makes no representations or warranties with respect to any linked site.

4. Disclaimer of Warranties

WALKWAY AND ITS MEMBERS, BOARD MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, AGENTS, AND AFFILIATES PROVIDE THIS SITE  “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT, AND DO NOT WARRANT THAT THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE.  YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WALKWAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WALKWAY  DOES NOT WARRANT THAT THIS SITE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

5. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WALKWAY OR ITS MEMBERS, BOARD MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, AGENTS, AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.

6. Indemnification

You agree to indemnify, hold harmless and defend Walkway, its members, board members, officers, employees, successors, assigns, agents, and affiliates from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to:  (i) this Agreement; (ii) your use of this Site, including any data or work transmitted or received by you; and (iii) any prohibited use of the Site as set forth in Sections 1(b) and 1(c).

7. Miscellaneous

a. Termination

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated.  Sections 1‑6 shall survive any termination of this Agreement.

b. Waiver

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof.  No waiver shall be binding unless executed in writing by the party making the waiver.

c. Law

This Agreement is made in and shall be governed and construed by the laws of the State of Minnesota, United States of America, without reference to conflicts of laws.  If you access this site from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota.

d. Forum

All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota.  You irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.  You hereby irrevocably waive any and all objections which you may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Hennepin County, Minnesota and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in Hennepin County, Minnesota.