PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY. BY CLICKING ACCEPT ON THE REGISTRATION PAGE YOU INDICATE ACCEPTANCE OF AND AGREEMENT WITH, THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES.
YOU MAY NOT USE THE SERVICES AND MAY NOT ACCEPT THIS AGREEMENT IF YOU (A) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VERSIONONE, OR (B) ARE A PERSON BARRED FROM RECEIVING THE SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION.
THIS TERMS OF USE AGREEMENT (the “Agreement”) is made and entered into by and between VersionOne, Inc. (“VersionOne”) and the person described on the registration page (“You”).
Upon your acceptance of this Agreement, VersionOne grants You on and subject to all of the terms, conditions, and limitations of this Agreement, a non-exclusive, non-transferable, and revocable license to submit information to the Site, vote on information posted to the Site by others, and post comments to the VersionOne IdeaSpace website located at http://ideaspace.versionone.com (the “Site”). Each item of information or data submitted to the Site by You or any other user of the Site is hereinafter referred to as a “Submission” and two or more of such items are collectively referred to as the “Submissions”. The Site contains, among other things, Submissions, data files, graphics, computer software, music, audio files, photographs, videos, images, and written text (collectively, the “Content”) used for a community based feedback service (collectively the Site and all Content and functionality available through the Site are referred to in this Agreement as the “Services“).
This Agreement was last updated on April 8, 2009. VersionOne reserves the right to update this Agreement at any time and from time to time without notice. All changes to this Agreement will appear in the Terms of Use section of the Site located at http://Ideaspace.VersionOne.com/Content/TermsOfUse.html. You understand and agree that if You use the Services after the date on which the Agreement has changed, Your use of the Services shall be Your acceptance of the updated Agreement. For an explanation of VersionOne's practices and policies related to the collection, use, and storage of our users' information, please read our Privacy Policy located on the Site at http://Ideaspace.VersionOne.com/Content/PrivacyPolicy.html (the “Privacy Policy”).
You may use the Services, solely for Your internal, non-commercial, personal use, and not as a service offered to third parties. All Content is owned by VersionOne. You may print or download one copy of the Content. Except as expressly authorized by this Agreement, You may not reproduce, modify, copy, distribute, transfer, rent, lease, loan, sell, transmit, post, disclose, create derivative works of, or translate, reverse engineer, de-compile, or disassemble the Services or the software elements of the Services without VersionOne's prior written consent. You may not access or use the Services or any Content through any technology or means other than the Site itself, including but not limited to the use of “robots,” “spiders,” or “offline readers” to access, use, manipulate, or generate Content. You may not use the Services to advertise or promote third party products.
VersionOne has the right to modify, suspend, or discontinue the Services or any portion thereof at any time without notice and without liability to You.
VersionOne may impose limits on certain features of the Services, restrict access to all or part of the Services for any reason, or no reason, with or without notice, and without liability to You.
Prior to accessing the Services, You are required to provide personal information to VersionOne during a registration process. The Information You provide VersionOne during registration is referred to as “Registration Data”. By clicking accept and submitting Registration Data to VersionOne, You represent and warrant that: all Registration Data is true, accurate, current, and complete; You are of legal age to form a binding contract with VersionOne; You are not a person barred from receiving the Services under the laws of the United States or any other applicable jurisdiction, and that this Agreement is a legal, valid, and binding obligation, enforceable against You in accordance with its terms. You agree to maintain and promptly update all the Registration Data to keep it true, accurate, current, and complete. Registration Data and certain other information about You are subject to our Privacy Policy.
During the registration process You will create a user name (your email address) and password (“Access Credentials”). You are responsible for maintaining the confidentiality of the Access Credentials for each account You use to access the Service. You agree to be solely responsible for all activities that occur under Your account. You agree to immediately notify VersionOne of any unauthorized use of Your Access Credentials or any other breach of security of which You become aware. VersionOne cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section.
You acknowledge and agree that VersionOne owns all right, title, and interest in and to the Services, including but not limited to all intellectual property rights therein under all applicable laws of the United States and any other applicable state or foreign law. VersionOne reserves all rights not expressly granted herein.
In consideration of the opportunity to use the Site and the Services, You hereby irrevocably assign to VersionOne exclusive ownership of all Submissions You add to the Site. You agree that all information, ideas, suggestions, proposals, materials, data files, graphics, computer software, music, audio files, photographs, videos, images, or written text that You post, upload, or otherwise publish through the Services shall be the sole property of VersionOne, that VersionOne may use, publish, develop products based upon, and otherwise exploit Your Submissions without compensation, and You hereby expressly waive any claim against VersionOne for any alleged or actual infringement of any intellectual property rights, rights of privacy or publicity, moral rights, or rights of attribution in connection with VersionOne's use and publication of Submissions. If by operation of law You are not the sole owner of all rights in Your Submissions or retain rights to Submissions, You hereby grant to VersionOne and its successors and assigns, an irrevocable, world-wide, non-exclusive, perpetual, fully paid up, license to use, copy, modify, and distribute Your Submissions, prepare derivative works of, or based upon, the Submissions, and grant licenses to others to do any of the foregoing. You represent to VersionOne that all Submissions are Your original work and do not infringe the intellectual property rights of any third person.
The registered and unregistered trademarks, service marks, designs, and logos displayed as a part of the Services (collectively, the “Trademarks”) are the property of VersionOne, its licensors, or a third party. You agree that You will not adopt for Your use any Trademarks, reproduce any Trademarks, nor imply any endorsement by, or relationship with, the owner of any Trademark, without the Trademark owner’s prior written consent.
You agree not to use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any way that could damage, overburden, or impair any VersionOne server or interfere with any third party’s right to use the Services.
You covenant that Your Submissions and behavior on the Site shall not (a) be threatening, abusive, libelous, defamatory, intimidating, flaming, discriminatory, excessively graphic, or obscene; (b) constitute, or encourage conduct that would constitute, a criminal offense, give rise to civil liability, violate the rights of a third party, or otherwise violate law; (c) infringe the intellectual property, privacy, or other rights of any third party; (d) contain a computer virus or other destructive element; (e) contain advertising or spam; (f) constitute or contain false or misleading statements; (g) disclose personal or proprietary information about another user, person, or organization; or (h) state or imply that you are affiliated with a company or organization with which you are not affiliated or which misrepresents the extent of your affiliation or role with another company or organization. VersionOne does not and cannot control or review all Submissions posted through the Services by users and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to, such information. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, incorrect, or objectionable, and you agree that under no circumstances will the Company be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the substance, integrity, and accuracy of such Content. If you would like to report objectionable content, you may do so by reporting any issues to IdeaSpace@VersionOne.com. VersionOne reserves the right to refuse to post and the right to remove any Submission, in whole or in part, for any reason or for no reason.
VersionOne prohibits any Submission that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If You believe that Your intellectual property right (or such a right that You are responsible for enforcing) is infringed by any Content, please write to VersionOne at IdeaSpace@VersionOne.com, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) Your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that You have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right. VersionOne will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. Section 512(c)(2)). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting Submissions.
You agree to indemnify, defend and hold harmless VersionOne, its employees, officers, directors, contractors, representatives and agents, and other customers of VersionOne, from and against any and all claims, demands, actions, suits, proceedings, and all damages, judgments, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of, based upon, relating to, or resulting from (i) the infringement or misappropriation by You of the intellectual property rights of any third party, including without limitation, any patent, copyright, trademark or trade secret or other intellectual property right, in connection with Your use of the Services, (ii) any breach of this Agreement by You, (iii) the use or misuse of Your Access Credentials, or (iv) the misappropriation by a user of the Services of information You provide in a Submission.
USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY. VERSIONONE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. VERSIONONE DOES NOT WARRANT THAT THE SERVICES ARE FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER LIMITATIONS, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. VERSIONONE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY SUBMISSIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VERSIONONE, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE RESULTING FORM RELIANCE ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY CONTENT, OR ANY CHANGES VERSIONONE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES OF THE SERVICES); OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF VERSIONONE OR A VERSIONONE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND VERSIONONE, AND VERSIONONE WOULD NOT HAVE PROVIDED THE SERVICES TO YOU WITHOUT SUCH LIMITATIONS.
VersionOne may provide links to third-party Web sites, and some of the content appearing in the Services may be supplied by third parties, for example, in instances of framing of third-party Web sites or incorporation through framesets of content supplied by third-party servers. VersionOne is not responsible for these third-party Web sites, which are governed by the terms and privacy policies, if any, of the applicable third-party content providers. VersionOne provides these links only as a convenience, and the inclusion of any link does not imply endorsement by VersionOne of the site.
You agree that VersionOne may, for any reason, or no reason, at any time in its sole discretion, with or without prior notice, immediately terminate this Agreement and Your access to the Services. Further, You agree that all terminations for cause shall be made in VersionOne's sole discretion and that VersionOne shall not be liable to You or any third party for any termination of Your account or access to the Services.
Assignment. You may not assign or transfer Your rights and obligations under this Agreement without the prior written consent of VersionOne and, any purported assignment or transfer without the prior written consent of VersionOne shall be null and void.
Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.
Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Forsyth County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division)(collectively, the “Permitted Courts”) and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under, or to interpret any provision of, this Agreement, the prevailing Party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The Parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.
Entire Agreement. Except as set forth in any other written agreement between VersionOne and You, this Agreement constitutes the final, complete, and exclusive statement of the agreement between the parties with respect to Your use of the Services. Nothing in this Agreement shall supersede any prior written agreement between VersionOne and You and, except as otherwise expressly set forth in a subsequent agreement between You and VersionOne, no subsequent agreement shall have the effect of amending the terms of this Agreement.
Notices. Unless otherwise provided herein, notices given by VersionOne will be sent to the e-mail address or mailing address You provided when you registered. Notices given by You to VersionOne must be given by e-mail to legal@versionone.com or such updated address as VersionOne may provide. Notice sent to the e-mail or conventional mailing address last provided by You to VersionOne shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.