We reserve the right at any time to:
- Change the terms and conditions of this Agreement;
- Change the Site, including eliminating or discontinuing any Content (as defined below) on or feature of the Site; or
- Change any fees or charges for use of the Site.
Company grants you a limited right to access and use the Site and Materials solely for your personal use. Unless otherwise specified on the Site, you may download Materials displayed on the Site, and may use the downloaded Materials, solely for your personal, informational, and noncommercial use. You may print a single copy of any textual Material available for downloading on the Site, solely for your personal, informational and noncommercial use. You must retain all intellectual property and other proprietary or restrictive notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms of this Agreement. Further, the Materials remain the property of Company or its licensors or suppliers. Use or downloading of the Materials is conditioned on the terms of this Agreement and acceptance of the terms of any license agreements relating to such Materials, including agreements of third parties. By acquiring or using the Materials, you agree to such terms. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, copy, transmit, publish, publicly display or sell, license, or create derivative works of the Materials without the prior written consent of Company or, if so indicated in writing by Company, its licensors or suppliers.
Your use of Software is subject to all agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply (“License Terms”). In the event that Software is provided on or through the Site and is not licensed for your use through License Terms specific to the Software, you may use the Software subject to the following: (a) the Software may be used solely for your personal or internal business, and informational and noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.
If you download Software from the Site, such Software is licensed on a limited basis to you by us or the owner of such Software. Title to the Software is not transferred to you. We retain all right, title and interest in and to the Software, and all intellectual property rights therein. You may not re-sell, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, or transfer the Software to any third party.
Forums are provided as a convenience to users and Ephox is not obligated to provide any technical support for, or participate in, the Forum. While the Forum may include information regarding Ephox products and services, including information from Ephox employees, they are not an official customer support channel for Ephox. You may use Forums subject to the following: (a) Forums may be used solely for your personal, informational, and noncommercial purposes; (b) Content provided on or through the Forums may not be redistributed; and (c) personal data about other users may not be stored or collected except where expressly authorized by Ephox.
Please note that, because we and our designees host Forums found on the Site and, therefore, redistribute materials you give to us, we require certain rights in those materials. Accordingly, by sending or transmitting to us creative suggestions, ideas, notes, concepts, information, data, content, or other materials (collectively, “Submissions”), or by posting such Submissions to any area of the Site, you grant us and our designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, publish, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. You represent and warrant that you have the relevant rights and licenses to upload, post, or transmit the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions.
Information on our Forums is provided by our staff and other contributors, some of whom use anonymous screen names and are people not otherwise connected with Company. You acknowledge that a large volume of information is available in our Forums and that people participating in such Forums occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading or deceptive. We neither endorse nor are responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Site or Forums by third parties, whether such third parties are visitors to the Site, members of the Company community or others. The opinions expressed in the Forums reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of Company. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we or our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site.
We have no obligation to monitor the Site or the Forums, or any Submissions or other Materials that you or other third parties transmit or post on the Site or the Forums. You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the Forums and the Submissions and Materials you transmit or post; to alter or remove any such Materials (including, without limitation, any posting to a Forum); to disclose such Materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors and our members and visitors; and to comply with legal obligations or governmental requests.
The Site and its services are not directed toward children under the age of 13. If you are under the age of 13, you are not permitted to use the Site or its services. The services are not available to any users suspended or removed from the system by Company for any reason.
Some areas of the Site may require you to be or become a Member. You cannot have more than one active Member account. Additionally, you are prohibited from selling, trading, or otherwise transferring your Member account to another party. If you do not comply with these and the other terms under this Agreement, you may not use the Content or the Site.
In consideration of your use of the Site, you represent that you are of an age to form a legally binding contract and you are not prohibited from receiving services under the laws of the United States or any other applicable jurisdiction. When and if you register to become a member of this Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address), and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, or if we suspect that any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate this Agreement, your Membership and your use of the Site.
As part of the registration process, you will be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, you must promptly change your password by immediately notifying us of the problem, by email addressed to email@example.com. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases, as applicable) that are conducted through your account.
6. Code of Conduct
While using the Site and Content, you agree not to:
- Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
- Bypass any measures used by us to prevent or restrict access to the Site or portions of the Site;
- Use the Site and Content for any unlawful purpose;
- Express or imply that any statements you make are endorsed by us, without our prior written consent;
- Transmit or post (a) any content or information that is harmful, threatening, harassing, hateful, vulgar, profane, unlawful, fraudulent, abusive, libelous, defamatory, obscene or otherwise objectionable; including, but not limited to, any material or communications which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws, regulations, codes or rules of any jurisdiction; (b) any content that infringes our or any third party’s intellectual property, proprietary, trade secrets, or other rights; (c) any impersonations of any third parties or other users or provide any kind of false or inaccurate information; and (d) any material, non-public information about companies without the authorization to do so;
- Engage in spamming or flooding;
- Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Content;
- Remove any copyright, trademark or other proprietary rights notices contained in the Site or Content;
- “Frame” or “mirror” any part of the Site without our prior written authorization;
- Create a link to any page of or content on the Site or other URL unless specifically authorized by Company;
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
- Harvest or collect information about Site visitors or members without their express consent;
- Caching, uploading, posting, or transmitting any content that you do not have a right to make available (such as the intellectual property of another party); and
- Any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, systems or servers.
While using the Site and Content, you agree to comply with all applicable laws, rules and regulations. If you use or access this Site in contravention of the terms of this Agreement, or if you have repeatedly violated the terms of this Agreement or a third party’s copyright, we reserve the right to terminate the permissions or rights granted to you by Company and we reserve all of our rights under this Agreement, at law and in equity.
7. Making purchases
8. Information Provided by Company
Although Company strives to provide Materials that are both useful and accurate, laws, regulations, data and other information change frequently and are subject to varying interpretations. In addition, the facts and circumstances of every situation differ. Accordingly, although Company endeavors to use reasonable care in assembling the Materials, the Materials may not be up-to-date, accurate or complete. Please contact Company at firstname.lastname@example.org to determine whether you have the most recent version of the Materials made generally available by Company.
In addition, portions of the Content have been contributed to the Site by various vendors, suppliers, specialists and service providers. The inclusion of such information does not indicate any approval or endorsement of such providers, and Company expressly disclaims any liability with respect to the foregoing.
10. Ownership and Restrictions on Use
The Site is owned and operated by Company and the Content (and any intellectual property and other rights relating therein and thereto) are and will remain the property of Company and its licensors and suppliers. The Site and Content and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute Content or information available on or through the Site in any way without our prior written permission. The Content may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Company or, if so indicated in writing by Company, its licensors or suppliers. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or the Content.
The trademarks, trade names, logos, and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of Company, Company’s licensors and suppliers, and others. The Trademarks owned by Company, whether registered or unregistered, may not be used for any purpose including, but not limited to use as metatags on other pages or sites on the Internet without the written permission of Company or such third party which may own the Marks or in connection with any product or service that is not Company’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages Company. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Company, Company’s licensors or suppliers, or the third party owner of any such Trademark. Use of any Trademarks is prohibited, and Company will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
11. Claims of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Company infringe your copyright (for example, materials posted by Company on one of our Forums), you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by Company against you, the DMCA permits you to send Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to William Roberts, Ephox Corporation, 135 University Avenue, Floor 2, Palo Alto, CA 94301-1629, USA.. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
12. Jurisdictional Issues
The Site is solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Software is further subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (b) 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 downloading or using any Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
We reserve the right to limit the availability of the Site and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.
This Agreement shall remain effective until terminated in accordance with its terms. Company may, in its sole discretion, terminate or suspend your access to or use of the Content and Site, and may deactivate or delete your account, for any reason or no reason, and without prior notice, including, without limitation, if we suspect that you may have breached any of the terms of this Agreement. Upon such termination by Company, your right to use the Site, Forum, and Materials shall immediately cease, and you shall destroy all Materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise. You may terminate your use of, and participation in, the Site, Materials, and Forums at any time.
THE SITE, CONTENT, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY CONTENT PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL COMPANY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR OR ANY USER’S RELIANCE ON INFORMATION, CONTENT, SUBMISSIONS, OPINION, ADVICE OR STATEMENTS OBTAINED THROUGH THE SITE OR A LINKED SITE, OR YOURS OR ANY USER’S RELIANCE ON ANY INFORMATION, PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE.
15. Limitation of Liability
NEITHER COMPANY NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, GOODWILL, PROFITS, DATA OR OTHER INTANGIBLE LOSSES), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR CONTENT CONTAINED ON THE SITE, ANY LINKED SITE OR ANY CONTENT OR SERVICE PURCHASED OR PROVIDED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, CONTENT, SERVICES, OR ANY LINKED SITE IS TO STOP USING THE SITE, SERVICES, AND CONTENT ON THE SITE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify, defend and hold Company, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct, above; (b) any allegation that any Submissions or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (c) your activities in connection with the Site; and/or (d) your violation of any applicable law of any jurisdiction or any third party rights.
17. Electronic Notice
When you use the Site or send emails to Company you are communicating with or receiving communication from Company electronically. You consent to receiving communications from Company electronically, including without limitation, receiving email communications from Company via email or Company may post notices on the Site. You expressly agree that all agreements, notices, disclosures and other communications that Company provide to you electronically will satisfy any legal requirement that such communications be in writing.
If you have any questions, comments or complaints regarding this Agreement or the Site, feel free to contact us at 2100 Geng Rd, Suite 220, Palo Alto, CA 94303, United States or email@example.com.
19. Notice Required by California Law
Pursuant to California Civil Code Section 1789.3, users are entitled to the following specific consumer rights notice:
The name, address and telephone number of the provider of this Site is Ephox Corporation at 2100 Geng Rd, Suite 220, Palo Alto, CA 94303, United States. Telephone: +1 (650) 292-9659. Complaints regarding the Site or Content or requests to receive further information regarding use of this Site or Content may be sent to the above address or to firstname.lastname@example.org.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.
20. Applicable Laws
This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Agreement, Site, Content, and services therein (including but not limited to the purchase of Company products) shall be in the state or federal courts located in the City and County of San Francisco, California. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Company’s services and products, Content, Site or this Agreement must be filed within one (1) years after such claim or cause of action arose or be forever barred. You agree to and by using the Site waive any right to a trial by jury.
By using this Site, you agree that any dispute, controversy, or claim arising out of, related to or in connection with this Agreement, or to the breach, performance, non-performance, termination or invalidity thereof, shall be finally settled and determined by arbitration administered by the American Arbitration Association (the “Association”) under its then current Arbitration Rules. The written award of the arbitrator shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction. The Association shall appoint the sole arbitrator following consultation with the parties. The arbitrator so appointed shall be independent of the parties and shall have an international reputation as being experienced in the legal and technical matters related to the dispute. The seat of arbitration shall be San Francisco, California; provided, however, that the arbitrator may hold hearings at such other locations as the arbitrator shall determine, after consultation with the parties. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The arbitrator is precluded from awarding punitive or exemplary damages. In no event shall the arbitrator have the powers of an amiable compositeur. Nothing in this Agreement prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration. The rights and obligations of the parties as described herein shall survive the termination, expiration, non renewal, or rescission of this Agreement.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. If this Agreement conflicts with any other documents, the terms of this Agreement will control for the purposes of usage of the Site. This Agreement is not assignable, transferable or sublicenseable by you except with Company’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Notwithstanding anything to the contrary in this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on a party after expiration or termination of this Agreement will survive such expiration or termination. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.