Effective Date January 30, 2012
By using this Site or the Services, You acknowledge and agree that You have read and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, please exit the Site now and refrain from using THE SERVICES OR ANY CONTENT that you MAY have obtained from the SITE OR SERVICES.
- 1. ACCESS TO THE SITE AND SERVICES. You may access and use the Site and Services solely for lawful purposes and only in accordance with the terms of this Agreement. We reserve the right at any time and in our sole discretion to modify, suspend, or discontinue the Site or Services (or any portion thereof) with or without notice. The Site includes a process by which You may apply to become a registered user (a “Registered User”) of certain portions of the Site. Your access to the Site will be limited to the public areas of the Site until You become a Registered User. During the registration process, You will create an account to access areas of the Site available to Registered Users (an “Account”). You will select a user identification and password applicable to Your Account (each such user identification and password, an “Account ID”). You will ensure the security and confidentiality of each Account ID and will notify us immediately if any Account ID is lost, stolen or otherwise compromised. You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You to connect to, access, and use the Services and the Site. We may suspend or terminate Your license to access and use the Site, Services and Your Account at any time, with or without notice to You, and with or without cause.
- 2. Marks. Unless otherwise labeled, all trademarks, trade names, service marks, logos, banners, and page headers displayed on the Site or through the Services (collectively, the "Marks") are the property of Intrepid and its partners, affiliates, and licensors (“Affiliates”). Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without our prior written permission.
- 3. Content. The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content available on the Site or through the Services (collectively, “Content”) are protected by the intellectual property rights of Intrepid and its Affiliates. Unless otherwise noted on the Site, as between You, Intrepid and its Affiliates, all Content is owned by Intrepid and its Affiliates.
- 4. USE; RESTRICTIONS. You are granted a limited right to access and use the Site and Services, solely for Your own use in connection with Your own business purposes. Your rights to access and use the Site and Services are personal, non-exclusive, non-transferable and non-sublicensable. Except as expressly set forth in this Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Site, Services, Marks or Content, or any intellectual property rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Site, Services or Content without our prior written permission. You will not and will not permit any third party to: (1) use the Site or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (2) use automated scripts to collect information from or otherwise interact with the Site or Services; (3) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Site or Services; (4) remove, bypass or circumvent any electronic protection measures on the Site or Services; (5) impersonate any person or entity or otherwise misrepresent Your affiliation with any person or entity; (6) remove, alter, or obscure any copyright or other proprietary rights notices included on the Site or Services; or (7) upload to the Site or provide to us any code or device capable of or intended to interrupt, harm or damage the Site or the operation of the Site or Services.
- 5. FINANCIAL AND/OR MATERIAL DISCLOSURE. The Content is intended for informational purposes only and not for trading purposes. Persons using the Site or Services for information regarding a potential investment decision with respect to Intrepid should access the Investor Relations portion of the Site. Certain statements in the Content are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, including statements regarding guidance, are forward-looking statements within the meaning of these laws. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that the expectations will be realized. These forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially and adversely from such statements. These risks and uncertainties include: changes in the price of potash or Trio®; operational difficulties at our facilities that limit production of our products; interruptions in railcar or truck transportation services; the ability to hire and retain qualified employees; changes in demand and/or supply for potash or Trio®/langbeinite; changes in our reserve estimates; our ability to successfully execute the projects that are essential to our business strategy, which includes construction and commissioning, including but not limited to the development of the HB Solar Solution mine as a solution mine and the further development of our langbeinite recovery assets; weather risks affecting net evaporation rates at our solar solution mining operations; changes in the prices of our raw materials, including but not limited to the price of chemicals, natural gas and power; fluctuations in the costs of transporting our products to customers; changes in labor costs and availability of labor with mining expertise; the impact of federal, state or local government regulations, including but not limited to environmental and mining regulations, and the enforcement of such regulations; obtaining permitting for applicable federal and state agencies related to the construction and operation of assets; competition in the fertilizer industry; declines in U.S. or world agricultural production; declines in use by the oil and gas industry of potash products in drilling operations; changes in economic conditions; adverse weather events at our facilities; our ability to comply with covenants inherent in our current and future debt obligations to avoid defaulting under those agreements; disruption in credit markets; our ability to secure additional federal and state potash leases to expand our existing mining operations; and governmental policy changes that may adversely affect our business and the risk factors detailed in our filings with the U.S. Securities and Exchange Commission. Please refer to those filings for more information on these risk factors. These forward-looking statements contained in the Content speak only as of the date such Content was released or posted, and, except as required by law we undertake no obligation to publicly update or revise any forward-looking statement, whether as the result of future events, new information or otherwise.
- 6. Disclaimer And Limitation Of Liability.
- 6.1 Disclaimer. THE SITE, CONTENT (INCLUDING WITHOUT LIMITATION ANALYSTS’ REPORTS, STOCK QUOTES AND OTHER OPINIONS AND VIEWS), SERVICES AND ALL ACCESS TO YOUR ACCOUNT ARE PROVIDED BY INTREPID "AS IS" AND “AS AVAILABLE.” THE SITE, SERVICES AND CONTENT ARE NOT INTENDED TO PROVIDE LEGAL, ACCOUNTING, INVESTMENT OR TAX ADVICE, AND YOU SHOULD SEEK THE ADVICE OF A PROFESSIONAL PRIOR TO ACTING OR RELYING ON SUCH INFORMATION. INTREPID AND ITS AFFILIATES EXPRESSLY DISCLAIM, AND YOU EXPRESSLY DISCLAIM ANY RELIANCE ON, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT THE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. IN JURISDICTIONS THAT PROHIBIT OR LIMIT THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES BY AGREEMENT, SUCH IMPLIED WARRANTIES ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE OR SERVICES AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND INTREPID’S CONTROL MAY OCCUR FROM TIME TO TIME.
- 6.2 Limitation. IN NO EVENT WILL INTREPID BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SITE, CONTENT, SERVICES OR YOUR ACCOUNT, EVEN IF INTREPID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. INTREPID’s total aggregate liability for any damages arising out of or related to this Agreement will not exceed $250. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, INTREPID’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- 7. Indemnification. You hereby indemnify, defend, and hold harmless Intrepid and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Site, Content, Marks, Service or Your Account, or Your breach of any term of this Agreement. Intrepid will provide You with notice of any such claim or allegation, and Intrepid will have the right to participate in the defense of any such claim at its expense.
- 9. LINKED SITES. The Site and communications sent through the Services may contain links to third-party sites that are not under our control, and we are not responsible for any content on any linked site. If you access a third-party site from the Site or from a communication sent through the Services, then you do so at your own risk. We provide links only as a convenience, and the inclusion of the link does not imply that we endorse or accept any responsibility for the content on those third-party sites. We welcome links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Intrepid or its Affiliates. You may not use on your site any Content or Marks in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Site without our prior written consent.
- 10. Notices; Amendment. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to us by postal mail to the address for Intrepid listed on the Site. If applicable law requires that we accept e-mail notices (but not otherwise), then You may send us an e-mail notice by emailing us at firstname.lastname@example.org. With respect to our notices to You, we may provide notice of amendments to this Agreement by posting them on the Site, which amendments shall be effective upon posting to the Site, and You agree to check for changes. In addition, or in lieu thereof, we may give notice by sending e-mail to the e-mail address You provide during registration for the Site. Notice shall be deemed given 24 hours after it is posted or an e-mail is sent, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
- 11. General Terms.
- 11.1 Third-Party Beneficiaries. Intrepid’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.
- 11.2 Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder by operation of law or otherwise, and any attempt to do so will be null and void. Intrepid may assign this agreement to any party that assumes Intrepid’s obligations hereunder.
- 11.3 Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except as set forth herein. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
- 11.4 Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
- 11.5 Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles. You hereby irrevocably and unconditionally consent to sole and exclusive the jurisdiction and venue in the state and federal courts having jurisdiction over Denver, CO (USA). In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.