|
|
 |
IMPORTANT-READ CAREFULLY:
YOUR USE OF THE IPX CONNECT WEBSITE, IPX CONNECT SERVICES AND ASSOCIATED
SOFTWARE (THE "SERVICES")
IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
This is a legal agreement between you (either an individual or entity)
and IPx Connect, Inc. ("IPx Connect"), for use of the Services,
media, printed materials, and "online" or electronic documentation.
You agree to be bound by and become a party to all the terms of this
Agreement by joining, or initiating a meeting supported by the Services.
If you do not agree with the terms of this Agreement, do not use, or
join any meeting supported by, the Services.
Any software associated with the Services is protected by copyright
laws and international copyright treaties, as well as other intellectual
property laws and treaties.
1. PRIVACY. IPx Connect's privacy policy is described on the IPx Connect
website. Please consult it to learn IPx Connect's current policies
to protect the privacy of your information.
2. RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that
you are solely responsible for the content of all visual, written or
audible communications sent by you. You agree that you will not use
the Services to send unsolicited mass mailings outside your company
or organization. You further agree not to use the Services to communicate
any message or material that is harassing, libelous, threatening, obscene,
indecent, would violate the intellectual property rights of any party
or is otherwise unlawful, that would give rise to civil liability,
or that constitutes or encourages conduct that could constitute a criminal
offense, under any applicable law or regulation. Although IPx Connect
is not responsible for any such communications, IPx Connect may delete
any such communications of which IPx Connect becomes aware, at any
time without notice to you.
3. RIGHT TO USE. Subject to the terms and conditions of this Agreement,
IPx Connect grants you only the right to use the Services, in accordance
with this Agreement. You receive no rights to, modify, or reproduce,
the Services or any associated software.
4. NO COMMERCIAL USE. Other than using the Services for conferences
or meetings in which you are an active participant, and as permitted
under the terms and conditions of this Agreement or other written agreements
between you and IPx Connect, you may not resell, distribute, make any
commercial use of, use on a timeshare or service bureau basis, or use
to operate a Web-site or otherwise generate income from the Services.
5. COPYRIGHT. IPx Connect and/or its suppliers, as applicable, retain
ownership of all proprietary rights notices and marks in, or displayed
by, the Services. You will not remove, deface or obscure any of IPx
Connect's or its suppliers' copyright or trademark notices and/or legends
or other proprietary notices on, incorporated therein, or associated
with the Services.
6. TERMINATION. You may terminate this Agreement at any time by providing
a 30 day written notice to IPx Connect. If you fail to comply with
any term of this Agreement, IPx Connect may terminate this Agreement
without notice. All Sections, except Section 3, "RIGHT TO USE" shall
survive any termination of this Agreement. Upon any termination of
this Agreement, you must cease any further use of the Services and
destroy any copies of associated software within your possession and
control.
7. RESTRICTED RIGHTS. The Services and/or any associated software or
documentation, is provided with Restricted Rights, in accordance with
DFARS section 227.7202 and its subparagraphs. You acknowledge that
if you are using the services as a representative, employee or agent
of the Department of Defense or other governmental entity of any country
or state, that the Services or portion thereof is classified, in accordance
with 252.227-7014, as "Commercial Computer Software" and
any documentation included in or with the Services, is classified as "Commercial
Computer Software Documentation", both of which were "Developed
exclusively at private expense" by IPx Connect, Inc., 6640 Lusk
Blvd. Suite A103 San Diego, CA 92121. You receive no rights to, modify,
or reproduce, the Services or any associated software.
8. EXPORT RESTRICTIONS. You acknowledge that the Services, or portion
thereof may be subject to the export control laws of the United States.
You will not export, re-export, divert, transfer or disclose any portion
of the Services or any related technical information or materials,
directly or indirectly, in violation of any applicable export law or
regulation
9. INJUNCTIVE RELIEF. You acknowledge that any use of the Services
contrary to this Agreement, or any transfer, sublicensing, copying
or disclosure of technical information or materials related to the
Services, may cause irreparable injury to IPx Connect, its affiliates,
suppliers and any other party authorized by IPx Connect to resell,
distribute, or promote the Services ("Resellers"), and under
such circumstances IPx Connect, its affiliates, suppliers and Resellers
will be entitled to equitable relief, without posting bond or other
security, including, but not limited to, preliminary and permanent
injunctive relief.
10. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS
IS" AND IPX CONNECT, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. IPX CONNECT, ITS AFFILIATES, SUPPLIERS
AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY
OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING
ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING
ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES
WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL
AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE
RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH
YOU. You agree to indemnify, defend and hold harmless IPx Connect,
its affiliates, officers, directors, employees, consultants, agents,
suppliers and Resellers from any and all third party claims, liability,
damages and/or costs (including, but not limited to, attorneys fees)
arising from your use of the Services, your violation of this Agreement
or the infringement or violation by you or any other user of your account,
of any intellectual property or other right of any person or entity.
Without limiting the foregoing, the Services are not designed or licensed
for use in hazardous environments requiring fail-safe controls, including
without limitation operation of nuclear facilities, aircraft navigation/communication
systems, air traffic control, and life support or weapons systems.
Without limiting the generality of the foregoing, IPx Connect, its
affiliates, suppliers and Resellers specifically disclaim any express
or implied warranty of fitness for such purposes.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL IPX CONNECT OR ITS AFFILIATES, SUPPLIERS OR RESELLERS
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE
TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING
NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF IPX CONNECT,
ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY CASE, IPX CONNECT'S, ITS AFFILIATES', SUPPLIERS'
AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY
FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE
LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY).
Because some states and jurisdictions do not allow the exclusion or
limitation of liability, the above limitation may not apply to you.
12. MISCELLANEOUS
12.1 Choice of Law and Forum. This Agreement shall be governed by and
construed under the laws of the State of California, U.S.A., exclusive
of its choice of law principles. The parties consent to the exclusive
jurisdiction and venue of the courts located in and serving San Diego
County, California.
12.2 Waiver and Severability. Failure by either party to exercise any
of its rights under, or to enforce any provision of, this Agreement
will not be deemed a waiver or forfeiture of such rights or ability
to enforce such provision. If any provision of this Agreement is held
by a court of competent jurisdiction to be illegal, invalid or unenforceable,
that provision will be amended to achieve as nearly as possible the
same economic effect of the original provision and the remainder of
this Agreement will remain in full force and effect.
12.3 General Provisions. This Agreement embodies the entire understanding
and agreement between the parties respecting the subject matter of
this Agreement and supersedes any and all prior understandings and
agreements between the parties respecting such subject matter. IPx
Connect may change the terms of this Agreement at any time by posting
modified terms on its website. This Agreement has been prepared in
the English Language and such version shall be controlling in all respects
and any non-English version of this Agreement is solely for accommodation
purposes. All notices or other correspondence to IPx Connect under
this Agreement must be sent to the address provided in Section 7 above,
or other address as provided by IPx Connect for such purpose. Any and
all rights and remedies of IPx Connect upon your breach or other default
under this Agreement will be deemed cumulative and not exclusive of
any other right or remedy conferred by this Agreement or by law or
equity on IPx Connect, and the exercise of any one remedy will not
preclude the exercise of any other. The captions and headings appearing
in this Agreement are for reference only and will not be considered
in construing this Agreement. |
| |
|
