Last updated: April 12, 2023
1. Right to Use
Subject to all limitations and restrictions contained herein and the applicable User Agreement, User will have a limited, revocable, non-transferable, and non-exclusive right to use the Sites and Services solely for its internal business purposes and to perform the functions described in the applicable User Agreement. User shall not allow any person who is not an Authorized User (defined in Section 7) to frame, syndicate, distribute, replicate, or copy any portion of the Sites or Services. Unless otherwise expressly permitted in the applicable User Agreement and not including Authorized Users, User shall not permit any subsidiaries, affiliated companies, or third parties to access or use the Sites or Services.
2. Use Restrictions
3. Certain Other Restrictions
In no event will User disassemble, decompile, or reverse engineer the Sites, Services, or Intellectual Property (as defined in Section 12(b)) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (a) converting the Intellectual Property from a machine-readable form into a human-readable form; (b) disassembling or decompiling the Intellectual Property by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (c) examining the machine-readable object code that controls the Intellectual Property’s operation and creating the original source code or any approximation thereof by, for example, studying the Intellectual Property’s behavior in response to a variety of inputs; or (d) performing any other activity related to the Intellectual Property that could be construed to be reverse engineering, disassembling, or decompiling.
4. License to User Data
User hereby grants to Company a royalty-free, perpetual, worldwide, and non-exclusive license to use, upload, display, copy and store all User Data (defined below).
(a) “User Data” means information, data, and other content, in any form or medium that is collected, downloaded, or otherwise received, directly or indirectly from User or an Authorized User by or through the Sites or Services. For the avoidance of doubt, Customer Data does not include any Content (defined below) submitted by User or an Authorized User to the Company, Sites or Services, including: (i) data and information related to User or Authorized User’s use of the Sites and/or Services used by Company, including to compile statistical and performance information related to the provision and operation of the Sites and Services; and (ii) any information reflecting the access or use of the Sites and/or Services by or on behalf of User or any Authorized User.
5. Submitted Content
(a) User also represents and warrant that the Content is NOT, as determined by the Company in its sole discretion, any of the following: false, inaccurate, misleading, a violation of any local, state, federal, international or other applicable law, or otherwise obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; an infringement on the rights of others, such as infringements on any patent, copyright, trademarks, trade secret, publicity or privacy rights; an advertisement, solicitation or spam link to other websites or individuals, except if such an advertisement or solicitation has been expressly consented to in writing by the Company; a chain letter or pyramid scheme, or part of a chain letter or pyramid scheme; an impersonation of, and does not purport to impersonate, another business, person, or entity, including the Company and its employees and agents; or a virus or other harmful computer code, and does not contain a virus or other harmful code.
(b) User expressly agrees that all Content submitted to the Sites and Services will not be considered confidential or proprietary and User automatically grants and/or warrants the Company a royalty-free, perpetual, irrevocable, worldwide, fully-paid up, unlimited, and non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate distribute, perform and display the submission and/or the Content in any media or medium, or any form, format or forum whether now known or hereafter developed. User expressly acknowledges that any Content contributed by User (whether directly or indirectly) may be publicly accessible or viewable.
(c) User further understands and acknowledges that Company has the right, but not the obligation, to monitor all Content and any submission made to or on the Sites or the Services. Company has the right, in its sole discretion and for any reason, to edit, delete, move, or to refuse to post any Content or any other submission to the Sites or the Services. NOTWITHSTANDING THE FOREGOING, USER IS SOLELY RESPONSIBLE FOR ANY CONTENT AND/OR ANY OTHER SUBMISSION USER OR AN AUTHORIZED USER MAKES TO OR ON THE SITES OR THE SERVICES, AND USER AGREES TO INDEMNIFY THE COMPANY FOR ALL CLAIMS RELATED TO OR ARISING FROM SUCH CONTENT AND/OR SUBMISSIONS.
7. Accounts & Passwords
8. Third Party Software
9. Links to Other Websites & Third Party Content
The Sites and Services may contain links to or be linked from other websites and resources located on servers maintained by third parties over which Company has no control (“Linked Websites”). The Linked Websites are provided for User’s convenience and information only and, as such, User accesses them at its own risk. User agrees and acknowledges that the Company is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites, whether or not the Company is affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER SHALL WAIVE ANY CLAIMS RELATED TO, AND THE COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR, USER’S ACCESS OF ANY INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY VIRUSES OR OTHER ILLICIT CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE, OR BY ACCESSING A LINKED WEBSITE.
The information presented on or through the Sites and Services is made available solely for general information purposes and the Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance User places on such information is strictly at User’s own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by the User or any other party who may be informed of any the information contained on the Sites. The Sites include information and content provided by third parties, including the Content and other materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services (“Third Party Content”). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THE THIRD PARTY CONTENT, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT AND MATERIALS PROVIDED BY THE COMPANY, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH THIRD PARTY CONTENT. THE THIRD PARTY CONTENT DOES NOT NECESSARILY REFLECT THE OPINION OF THE COMPANY, AND THE COMPANY IS NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE ACCURACY OF ANY OF THE THIRD PARTY CONTENT.
10. Reservation of Rights
11. Marks and Publicity
Company and User trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Company may: (a) use the User’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (b) quote the User’s statements in one or more press releases; and/or (c) make such other use of the User’s name and/or logo as may be agreed between the parties. Additionally, Company may include User’s name and/or logo within its list of customers for general promotional purposes. Company shall comply with User’s trademark use guidelines to the extent such guidelines are communicated to the Company in writing and Company shall use the User’s Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks except as provided in this Section.
12. Confidential Information
(b) “Intellectual Property” means any intellectual property of the Company in any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, uniform resource locators and e-mail addresses, and rights in telephone numbers, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software, including computer programs, machine-readable instruction sets or data in computerized form, whether in source code, object code or other form, and all data, databases and related documentation, (vi) all other proprietary rights and (vii) all copies and tangible embodiments thereof (in whatever form or medium).
13. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE APPLICABLE USER AGREEMENT, ALL SITES, SERVICES, INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, AND ANY OTHER TECHNOLOGY OR MATERIALS ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY MATERIALS OR TECHNOLOGY FURNISHED BY COMPANY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.
15. Limitation of Liability
16. Cap on Liability
THE FOREGOING LIMITATIONS APPLY EVEN IF COMPANY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
17. Term and Termination
18. Modifications and Amendments
User may not assign all or any part of its rights or obligations hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Company. Any such assignment in violation of this Section will be deemed void. The Company may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation and without providing notice to User.
20. Electronic Communications
The communications between User and Company use electronic means, whether User visits the Sites or sends Company emails, or whether Company posts notices on the Sites or Services or communicates with User via email. For contractual purposes, User (a) consents to receive communications from Company in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to User electronically satisfies any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect User’s non-waivable rights.
21. Third Parties
22. Technical Data
User shall not provide to Company any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. User shall certify that all information provided to Company has been reviewed and scrubbed so that all technical data and other sensitive information relevant to User’s ITAR regulated project has been removed and the information provided is only relevant to bug reports on Company products.
23. U.S. Export Controls
NEITHER THE SITES, SERVICES, NOR ANY SOFTWARE PROVIDED BY THE COMPANY THROUGH THE SERVICES (“SOFTWARE”) MAY BE EXPORTED OR RE-EXPORTED (I) INTO THE TERRITORY OF (OR TO A NATIONAL OR RESIDENT OF) CUBA, NORTH KOREA, IRAN, SYRIA, SUDAN, OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS OR SERVICES; OR (II) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENY ORDERS. BY ACCESSING THE SITES OR SERVICES OR DOWNLOADING OR USING ANY SOFTWARE PROVIDED THROUGH THE SITES OR SERVICES, USER REPRESENTS AND WARRANTS THAT USER IS NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.
24. Compliance with Laws
25. Force Majeure
26. Restricted Rights
Use of the Sites, Services or Software by or for the United States Government is conditioned upon the Government agreeing that the Sites, Services and Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. User shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Sites, Services or Software, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access.
27. Independent Contractor
29. Entire Agreement
30. Governing Law
31. Waiver of Jury Trial
32. California Civil Code Section 1542 Waiver
User expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In addition, User hereby knowingly and voluntarily waives any protection that may exist under any comparable or similar statutes and principles of common law or any other state laws as it pertains to the enforcement of the releases provided in this paragraph.