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The following terms and conditions (the “Agreement”) govern all use of the www.exceleratesystems.com website and the services available on or at the website (taken together, the “Site”). The Site is owned and operated by Excelerate Systems LLC. (“Company”). The Site is offered subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by Company. BY USING THE SITE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU NOT AGREE, DO NOT USE THE SITE.
Company reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Site following the posting of any changes to this Agreement constitutes acceptance of those changes.
1. SITE CONTENT.
Except as set forth in Section 3, User may download or copy the content and other information and items displayed on the Site (Content”) for personal use only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice.
Notwithstanding the foregoing, any software that is available for download from the Site is the copyrighted property of Company and/or its suppliers or licensors. Any use or reproduction of any such software and warranties as to such software, if any, are governed by the terms of the license agreement provided by Company and applicable to that software. Any use of any other product or service (and warranties as to such product or service) used or access by User on, or in connection with, the Site, shall be governed by the terms of the agreement applicable to that product or service.
The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Except as expressly authorized under this Section and Section 3, User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or services available through the Site, in whole or in part. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Site.
2. RESTRICTIONS.
User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Company reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Company server, or to any of the services offered on or through the Site, by hacking, password “mining”, or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Company, including any Company account not owned by User, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Site.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Company’s systems or networks, or any systems or networks connected to the Site or to Company.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to Company on or through the Site. User shall not, in connection with the Site, pretend (e.g. through impersonation) that User is any other individual or entity.
User shall not use the Site or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Company or others.
3. RESTRICTED ACCESS PAGES.
In the event User is a customer of Company, Company may provide User with an account ID and password to access customer-only sections of the Site (“Customer”). If User is not a Customer, User must not access (or attempt to access) such portions of the Site. Any such unauthorized access may cause Company substantial and irreparable injury. Certain restricted product information may be available on such restricted portions of the Site. This restricted information is considered confidential and proprietary information of Company. If User is a registered customer or a representative of a registered customer, Company authorizes User to download, copy, distribute and use the restricted information only within the Customer’s organization, and only for the intended purposes authorized by Company in writing. Issuance of a registration password is conditioned on Customer's use of the information in accordance with the terms of Customer’s license, product, or service agreement with Company. Customer shall not transfer Customer’s password to unauthorized parties. Customer will immediately notify Company of any unauthorized use of Customer’s password. Customer is fully responsible for use of Customer’s password.
4. THIRD PARTY SITES.
The Site may permit User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Company’s control, and User acknowledges that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company. User further acknowledge and agree that Company 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 the use of or reliance on any content, goods, information, or services available on or through any such website or resource.
5. INDEMNIFICATION.
User is responsible for all of its activity in connection with the Site. User shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from User’s (i) use or misuse of the Site; (ii) access to the Site, or (iii) violation of this Agreement.
6. WARRANTY DISCLAIMER.
THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY MAKE NO WARRANTY THAT (I) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SITE WILL MEET USER’S REQUIREMENTS. USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK.
7. LIMITATION OF LIABILITY.
IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SITE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SITE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SITE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1,000 (U.S.). IN ADDITION, COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER’S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATE DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES.
8. TERMINATION.
Company may terminate User’s access to all or any part of the Site at any time, with or without cause, effective upon notice thereof to User (provided that, if Company determines there may be an immediate threat to Company, it may terminate such access without notice). Upon termination notice from Company, User will no longer access (or attempt to access) the Site. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.
9. EXPORT AND TRADE CONTROLS
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Site or any information provided on or pursuant to the Site except in full compliance with all United States, foreign and other applicable laws and regulations.
10. SUBMISSIONS
Any information, material or idea User submits to the Site by any means will be treated as non-confidential and non-proprietary and may be used by Company and its affiliates for any purpose whatsoever, including without limitation the development and/or provision of products and services (except that all personal data submitted to the Site will be used by Company in accordance with its Privacy Policy). User shall not post or otherwise transmit to or from the Site by any means any unlawful, defamatory, libelous, obscene, unlawful, or pornographic material or any other material or information which could result in any civil or criminal liability.
11. MISCELLANEOUS.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.