|
|
Website Terms of Service
1. ACCEPTANCE OF TERMS
|
Active Sensing, Inc. ("we", "us") provides its service to you,
subject to the following Terms of Service for PDXpert Site
("TOS"), which may be updated by us from time to time without notice to
you. You can review the most current version of the TOS at any time at
http://www.pdxpert-plm.com/ ("Service terms").
In addition, when using particular services owned or operated by us,
you shall be subject to any posted guidelines or rules applicable to
such services which may be posted from time to time. All such guidelines
or rules (including but not limited to our Spam Policy) are hereby
incorporated by reference into the TOS.
2. DESCRIPTION OF SERVICE
We currently provide registered users with access to our website
including product information, technical and marketing literature,
training materials, PLM community information, personalized content,
downloadable software, and purchase of product licenses (the "PDXpert
Site"). You understand and agree that the PDXpert Site may
include product promotional information which forms an integral part of
the PDXpert Site. You also understand and agree that the
PDXpert Site may include certain communications from us, such as
service announcements, administrative messages and product information,
and that you will be able to opt out of receiving them. Unless
explicitly stated otherwise, any new features that augment or enhance
the current PDXpert Site shall be subject to the TOS. You
understand and agree that the PDXpert Site is provided "AS-IS"
and that we assume no responsibility for the accuracy, timeliness,
deletion, mis-delivery or failure to store any user information or
personalization settings. You are responsible for obtaining access to
the PDXpert Site and that access may involve third party fees
(such as Internet service provider or airtime charges), and you are
responsible for those fees. In addition, you must provide and are
responsible for all equipment necessary to access the PDXpert
Site.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the PDXpert Site, you
represent that you are of legal age to form a binding contract and are
not a person barred from receiving our products and/or services under
the laws of the United States or other applicable jurisdiction.
You also agree to:
(a) provide true, accurate, current and complete information about
yourself as prompted by the PDXpert Site's registration form
(such information being the "Registration Data") and
(b) maintain and promptly update the Registration Data to keep it
true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not
current or incomplete, or we have reasonable grounds to suspect that
such information is untrue, inaccurate, not current or incomplete, we
have the right to (a) suspend or terminate your account, (b) revoke
without compensation any software license you may have purchased, and
(c) refuse any and all current or future use of the PDXpert
Site (or any portion thereof) and renewal of any software license.
If you obtain a copy of our software by providing untrue, inaccurate or
incomplete information, you agree to reimburse us administrative costs
(not less than US$200) for investigating and correcting such
information.
4. OUR PRIVACY POLICY
Registration Data and certain other information about you is subject
to our Privacy Policy. For more information, see our full privacy
policy, which is accessible from most pages at
http://www.PDXpert-PLM.com ("Privacy policy").
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing
the PDXpert
Site's registration process. You are responsible for maintaining the
confidentiality of the password and account, and are fully responsible
for all activities that occur under your password or account. You agree
to (a) immediately notify us of any unauthorized use of your password or
account or any other breach of security, and (b) ensure that you exit
from your account at the end of each session. We cannot and will not be
liable for any loss or damage arising from your failure to comply with
this Section 5, specifically including any software license purchases
made using your account information.
6. MEMBER CONDUCT
You agree to not use the PDXpert Site to:
-
impersonate any person or entity, including, but not limited to, one
of our employees or forum leaders, or falsely state or otherwise
misrepresent your affiliation with a person or organization;
-
upload, post, email, transmit or otherwise make available any
Content that is unlawful, harmful, threatening, abusive, harassing,
tortious, defamatory, vulgar, obscene, libelous, invasive of
another's privacy, hateful, or racially, ethnically or otherwise
objectionable;
-
forge headers or otherwise manipulate identifiers in order to
disguise the origin of any Content communicated to, or
transmitted through, the PDXpert
Site;
-
upload, post, email, transmit or otherwise make available any
Content that you do not have a right to make available under any law
or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or
disclosed as part of employment relationships or under nondisclosure
agreements);
-
upload, post, email, transmit or otherwise make available any
Content that infringes any patent, trademark, trade secret,
copyright or other proprietary rights ("Rights") of any party;
-
upload, post, email, transmit or otherwise make available any
unsolicited or unauthorized advertising, promotional materials,
"junk mail," "spam," "chain letters," "pyramid schemes," or any
other form of solicitation, except in those areas that are
specifically designated for such purpose;
-
upload, post, email, transmit or otherwise make available any
material that contains software viruses or any other computer code,
files or programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware or
telecommunications equipment;
-
interfere with or disrupt the PDXpert Site or servers or
networks connected to the PDXpert Site, or disobey any
requirements, procedures, policies or regulations of networks
connected to the PDXpert
Site;
-
violate any applicable local, state, national or international law,
and any regulations having the force of law;
-
provide material support or resources (or to conceal or disguise the
nature, location, source, or ownership of material support or
resources) to any organization(s) designated by the United States
government as a foreign terrorist organization pursuant to section
219 of the Immigration and Nationality Act;
-
"stalk" or otherwise harass another; or
-
collect or store personal data about other users.
You understand that the PDXpert Site and software embodied
within the PDXpert
Site may include security components that permit digital materials
to be protected, and use of these materials is subject to usage rules
set by us and/or content providers who provide content to the PDXpert
Site. You may not attempt to override or circumvent any of the usage
rules embedded into the PDXpert Site. Any unauthorized
reproduction, publication, further distribution or public exhibition of
the materials provided on the PDXpert
Site, in whole or in part, is strictly prohibited.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply
with all local rules regarding online conduct and acceptable Content.
Specifically, you agree to comply with all applicable laws regarding the
transmission of technical data exported from the United States or the
country in which you reside.
8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE
PDXpert SITE
We does not claim ownership of any content that you submit or make
available for inclusion on the PDXpert Site. However, with
respect to content that you submit or make available for inclusion on
the PDXpert Site, you grant us a world-wide, royalty free,
non-exclusive, perpetual, irrevocable, assignable and fully
sub-licensable license to use, distribute, reproduce, modify, adapt,
publish, translate, publicly perform and publicly display such content
(in whole or in part) and to incorporate such Content into other works
in any format or medium now known or later developed.
9. INDEMNITY
You agree to indemnify and hold us, and our subsidiaries, affiliates,
officers, agents, co-branders or other partners, and employees, harmless
from any claim or demand, including reasonable attorneys' fees, made by
any third party due to or arising out of content you submit, post,
transmit or make available through the PDXpert Site, your use of
the PDXpert Site, your connection to the PDXpert Site,
your violation of the TOS, or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or
exploit for any commercial purposes, any portion of the PDXpert
Site (including your registration account), use of the PDXpert
Site, or access to the PDXpert
Site.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that we may establish general practices and limits
concerning use of the PDXpert Site, including without limitation
the maximum number of days that message board postings or other uploaded
content will be retained by the PDXpert Site, and the maximum
number of times (and the maximum duration for which) you may access the
PDXpert Site in a given period of time. You agree that we have no
responsibility or liability for the deletion or failure to store any
messages and other communications or other content maintained or
transmitted by the PDXpert Site. You acknowledge that we have the
right to log off accounts that are inactive for an extended period of
time. You further acknowledge that we have the right to modify these
general practices and limits from time to time.
12. MODIFICATIONS TO SERVICE
We reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the PDXpert Site (or any
part thereof) with or without notice. You agree that we shall not be
liable to you or to any third party for any modification, suspension or
discontinuance of the PDXpert
Site.
13. TERMINATION
You agree that we may, under certain circumstances and without prior
notice, immediately terminate your registered account, any
associated email address, and access to the PDXpert Site. Cause
for such termination shall include, but not be limited to, (a) breaches
or violations of the TOS or other incorporated agreements or guidelines,
(b) requests by law enforcement or other government agencies, (c) a
request by you (self-initiated account deletions), (d) discontinuance or
material modification to the PDXpert Site (or any part thereof),
(e) unexpected technical or security issues or problems, and (f)
extended periods of inactivity. Termination of your registered account
includes (a) removal of access to all offerings within the PDXpert
Site, (b) deletion of your password and all related information, files
and content associated with or inside your account (or any part
thereof), and (c) barring further use of the PDXpert Site.
Further, you agree that all terminations for cause shall be made in our
sole discretion and that we shall not be liable to you, your
organization or any other third-party for any termination of your
account or access to the PDXpert Site.
14. DEALINGS WITH PARTNERS
Your correspondence or business dealings with, or participation in
promotions of, partners found on or through the PDXpert Site,
including payment and delivery of related goods or services, and any
other terms, conditions, warranties or representations associated with
such dealings, are solely between you and such partner. You agree that
we shall not be responsible or liable for any loss or damage of any sort
incurred as the result of any such dealings or as the result of the
presence of such advertisers on the PDXpert Site.
15. LINKS
The PDXpert Site, or third parties, may provide links to other
World Wide Web sites or resources. Because we have no control over such
sites and resources, you acknowledge and agree that we are not
responsible for the availability of such external sites or resources,
and do not endorse and are not responsible or liable for any content,
advertising, products, or other materials on or available from such
sites or resources. You further acknowledge and agree that we shall not
be responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with use of or
reliance on any such content, goods or services available on or through
any such site or resource.
16. OUR PROPRIETARY RIGHTS
You acknowledge and agree that the PDXpert Site and any
necessary software used in connection with the PDXpert Site
("Software") contain proprietary and confidential information that is
protected by applicable intellectual property and other laws. You
further acknowledge and agree that information presented to you through
the PDXpert Site or partners is protected by copyrights,
trademarks, service marks, patents or other proprietary rights and laws.
Except as expressly authorized by us or our partners, you agree not to
modify, rent, lease, loan, sell, distribute or create derivative works
based on the PDXpert Site or the Software, in whole or in part.
You agree not to access the PDXpert Site by any means other
than through the interface that is provided by us for use in accessing
the PDXpert Site.
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE PDXPERT SITE IS AT YOUR SOLE RISK. THE PDXPERT
SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT (i) THE PDXPERT SITE WILL MEET YOUR
REQUIREMENTS, (ii) THE PDXPERT SITE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE PDXPERT
SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE PDXPERT
SITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SOFTWARE
WILL BE CORRECTED.
WE MAKE NO WARRANTY THAT THE PDXPERT PLM PRODUCT FEATURES
DESCRIBED AND IMAGES DISPLAYED ARE AN ACCURATE DEPICTION OF THE
CURRENT PRODUCT. THESE FEATURE DESCRIPTIONS AND SCREEN IMAGES WERE
REASONABLY ACCURATE AT THE TIME THEY WERE ADDED TO THE PDXPERT
SITE, AND WE WILL MAKE REASONABLE EFFORTS TO UPDATE THIS SITE IN A
TIMELY MANNER. HOWEVER, THE PDXPERT PLM PRODUCT MAY BE
CHANGED AT OUR DISCRETION AND WE DO NOT WARRANT THAT THE PDXPERT
SITE WILL ALWAYS REFLECT EACH OF THESE CHANGES. THE
PDXPERT PLM PRODUCT CAPABILITIES, FEATURES AND APPEARANCE SHALL
BE DETERMINED EXCLUSIVELY BY THE PRODUCT (THE DEFINITION OF WHICH IS
CONTAINED IN THE PRODUCT LICENSE AND WARRANTY AGREEMENT). NOTHING IN
THIS PDXPERT SITE SHALL MODIFY OUR OBLIGATIONS UNDER, OR
OTHERWISE CHANGE, THE PDXPERT PLM LICENSE AGREEMENT AND
WARRANTY THAT ACCOMPANIES THE PDXPERT PLM PRODUCT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TOS.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i)
THE USE OR THE INABILITY TO USE THE PDXPERT
SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR
FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF
SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
20. HEALTH AND SAFETY NOTICE
A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN
EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR
WHILE USING THE PDXPERT
SITE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC
SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR
EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION,
CONSULT YOUR PHYSICIAN PRIOR TO USING THE PDXPERT SITE.
IMMEDIATELY DISCONTINUE USE OF THE PDXPERT
SITE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE
FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION,
EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY
INVOLUNTARY MOVEMENT, OR CONVULSIONS.
21. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS,
there shall be no third party beneficiaries to this Agreement.
22. NOTICE
We may provide you with notices, including those regarding changes to
the TOS, by either email, regular mail, or postings on the PDXpert
Site.
23. TRADEMARK INFORMATION
The PDXpert, Acseni, and Aft Wind trademarks,
and "Simple Flexible Secure" and "Simple, flexible and secure PLM for
growing companies" service marks, are the property of Active Sensing,
Inc. ("Marks"). Without our prior permission, you agree not to display
or use in any manner the Marks.
24. GENERAL INFORMATION
Entire Agreement. The TOS constitute the entire agreement between you
and us and govern your use of the PDXpert Site, superseding any
prior agreements between you and us. You also may be subject to
additional terms and conditions that may apply when you use or purchase
certain other services, software licenses, affiliate services,
third-party content or third-party software.
Choice of Law and Forum. The TOS and the relationship between you and
us shall be governed by the laws of the State of Colorado without regard
to its conflict of law provisions. You and we agree to submit to the
personal and exclusive jurisdiction of the courts located within the
county of Douglas, Colorado.
Waiver and Severability of Terms. Our failure to exercise or enforce
any right or provision of the TOS shall not constitute a waiver of such
right or provision. If any provision of the TOS is found by a court of
competent jurisdiction to be invalid, the parties nevertheless agree
that the court should endeavor to give effect to the parties' intentions
as reflected in the provision, and the other provisions of the TOS
remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or
law to the contrary, any claim or cause of action arising out of or
related to use of the PDXpert
Site or the TOS must be filed within one (1) year after such claim
or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no
legal or contractual effect.
25. VIOLATIONS
Please report any violations of the TOS to us.
070612.0924