2.1. In consideration for our providing such services, you also agree not to:
2.1.1. Violate any applicable law or regulation.
2.1.2. Threaten, abuse or harass any individual or entity.
2.1.3. Post or transmit any commercial, advertising or promotional materials, including without limitation "spam" or mass distributions.
2.1.4. Provide false information on any registration form or impersonate another person at any point.
2.1.5. Post or transmit false messages or information.
2.1.6. Post any defamatory or libelous material.
2.1.7. Post any abusive, offensive, racist, vulgar materials.
2.1.8. Post any materials that would infringe or violate the rights of any person.
2.1.9. Post or transmit any pornographic or obscene material.
2.1.10. Post any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right.
2.2. If you violate such terms, we may, without prior notice and without liability to you, ban you from any and all Community Services, terminate your registration, delete your messages or postings, and take any other action we deem appropriate in our sole discretion.
2.3. Architected Futures does not monitor Community Services on a regular basis, but may do so without notice to or permission from you or any third party. Architected Futures shall have the right, but not the obligation, to remove any material from Community Services as Architected Futures sees fit at any time. YOU UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES (AND OUR AND THEIR OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, AND AGENTS) SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INFORMATION OR MATERIAL CONTAINED OR SHARED AT COMMUNITY SERVICES B AND SHALL NOT BE RESPONSIBLE FOR ANY HARM THAT YOU OR ANY OTHER PERSON MAY SUFFER AS A RESULT OF POSTINGS ON THE COMMUNITY SERVICES.
3. Limitations on Use. With reference to any services we provide, whether Community Services or otherwise, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, establish various practices, limitations and restrictions for administering such services, including without limitation: how often a service or account may be accessed; the maximum number of days that messages or postings will be retained; the maximum number of messages or postings allowed; the size and nature of messages and postings; the maximum storage space available for an account; and all other matters related to administration of services. You agree to be bound by such practices. YOU ALSO AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR DEACTIVATION OR DELETION OF ACCOUNTS OR FOR LOSS OF E MAIL, COMMUNICATIONS, POSTINGS, DATA OR INFORMATION AS A RESULT OF, OR ARISING OUT OF, OUR ADMINISTRATION OF SUCH SERVICES.
4. Security. You may have an account and password. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all conduct carried out under this password and account. You may not give your password to anyone else. We are not liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. You will promptly report any unauthorized use of your password to us.
5. Accuracy in Community Postings. We assume no responsibility for the accuracy, integrity, quality completeness, usefulness or value of any content, data, documents, graphics, images, information, advice, or opinion contained in any Community Services; and we do not endorse any advice or opinion contained in them. We do not monitor or control such services, although we reserve the right to do so. We may take any action we deem appropriate, in our sole discretion, to maintain the high quality of our service and to protect ourselves and others.
6. Ownership. All names, logos and material in this Site (and the associated trademarks and copyright rights) are the property of their respective owners. Architected Futures holds all other ownership rights to content, materials, graphics, names, logos, forms, agreements, documents, software and other items on the Site (collectively, "Materials").
6.1. The Materials are not placed in the public domain by being presented on this Site. Except as is otherwise explicitly set out on this Site, any unauthorized use, copying, or transfer of the Materials is forbidden and may lead to both civil and criminal prosecution.
6.2. You have no ownership interest in the Materials, but Architected Futures grants you a limited license to view and use the Materials as described below ("License"). The Materials are protected under applicable copyright, trademark, patent, contract, trade secret and other intellectual property laws in the United States and around the world. You have no other right to view, transfer, use, copy, perform, display or modify the Materials except as explicitly permitted.
6.3. Architected Futures may modify, add to or delete any Materials at any time, without notice to or permission from you or any third party.
6.4. You agree that any comments you post to any Community Services become part of the public domain.
7. License. Subject to your performance of your obligations under this Agreement, Architected Futures hereby grants you a limited, revocable, nonexclusive, nontransferable license (without the right to grant sublicenses) to view and use the Site, Community Services and the Materials solely for your own internal business purposes. You may not republish, "mirror", "frame", transfer or otherwise make available to third parties the Site, Community Services or the Materials except with the prior written consent of Architected Futures. Architected Futures reserves all rights not expressly granted by this Agreement.
8. Claims of Copyright Infringement. We respect the intellectual property of others. If you believe that any material on the Site infringes on any copyright which you own or control, or that any link on this Web site directs you to another Web site that contains material that infringes on any copyright which you own or control, you may file with us a notification of such infringement and a request to have the material removed or otherwise blocked from access.
8.1. The agent to receive notifications of claimed infringement pursuant to the Digital Millennium Copyright Act ("DMCA") is as follows:Name: Joe Van Steen
Address: 148 Avenida Drive, Berkeley, CA 94708-2125
Telephone No.: (510) 548 3767
Fax: 510 845 0687
E mail: joe dot vansteen at architectedfutures dot com
8.2. Upon receiving a notice that substantially complies with the DMCA requirements and provides us with actual knowledge of infringement or facts or circumstances from which infringing activity is apparent, we will expeditiously remove or disable access to the material in accordance with the DMCA. Note that the DMCA provides that any person who knowingly misrepresents that material or activity is infringing is liable for damages, including costs and attorneys' fees.
8.3. We reserve the right to terminate access to our service by repeat infringers, and in appropriate circumstances will terminate access to our service by repeat infringers. Notwithstanding the above, unless the publisher or website operator takes measures to prevent unwanted access to its site or files, it is possible that content may be posted again by users of our site.
9. Links. Architected Futures may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Architected Futures has no control over such sites and resources, you acknowledge and agree that Architected Futures is not responsible for the availability of such external sites or resources, and does not endorse and is 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 ARCHITECTED FUTURES 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 SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.
10. Forms. You understand and agree that the Materials may contain sample or form agreements, letters or other documents ("Forms"). Forms may include financially or legally significant documents, such as contracts, leases, balance sheets, assignments and other items, and are provided to you solely as examples of typical documents of their kind. The delivery and use of Forms does not constitute legal, accounting or other professional advice, and you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms. YOU THEREFORE ASSUME ALL RISK ASSOCIATED WITH FORMS.
11. Indemnification. YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY US AND OUR AFFILIATES, SUCCESSORS AND ASSIGNS AND ALL OF OUR AND THEIR OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, PROVIDERS, SUPPLIERS, AND AGENTS FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, THAT ARE DUE TO, OR THAT ARISE FROM:
11.1. ANY BREACH OF THIS AGREEMENT BY YOU; OR
11.2. ANY USE OR MISUSE BY YOU OF THE SITE OR ITS SERVICES OR MATERIALS, INCLUDING, WITHOUT LIMITATION, THE FORMS; OR
11.3. ANY INFRINGEMENT BY YOU OR YOUR AGENTS OF INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHT OF ANY THIRD PARTY.
YOU AGREE THAT WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.
13. Disclaimer. THE SITE AND THE MATERIALS ARE PROVIDED ON AN AS IS BASIS, WITHOUT ANY WARRANTY WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARCHITECTED FUTURES HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SITE AND THE MATERIALS (INCLUDING WITHOUT LIMITATION THE FORMS) MAY BE INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR TRANSACTION, MAY CONTAIN "BUGS," ERRORS AND DEFECTS, AND MAY NOT OPERATE ERROR FREE OR PRODUCE RESULTS AS EXPECTED. YOU AGREE TO ASSUME SUCH RISKS.
14. No Consequential Damages. IN NO EVENT SHALL ARCHITECTED FUTURES OR ITS AFFILIATED COMPANIES OR ANY OF THEIR AGENTS, OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS OR PARTNERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Limitation of Damages. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ARCHITECTED FUTURES OR ITS AFFILIATED COMPANIES OR ANY OF THEIR AGENTS, OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS OR PARTNERS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. This limitation of damages is a fundamental element of the basis of the bargain between Architected Futures and you. This site and the services and materials would not be provided without such limitations.
16. International Use. We do not represent that all content, materials and services on our Site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and you acknowledge that accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and we are not responsible for their compliance with local laws or other applicable laws. You will not access the Site where prohibited by law.
17.1. The Software is protected by applicable copyright, patent, contract and trade secret law, including but not limited to international treaty provisions. Architected Futures retains all ownership and/or distribution rights concerning the Software. If Architected Futures grants a license for you to use the Software, that license is based on your agreement to the following conditions.
17.2. You may use the Software solely for your own customary business. You may not transfer, rent, lease, distribute, or sublicense the Software or its documentation.
17.3. You may not alter, reverse engineer, disassemble, or reverse compile the Software.
17.4. You agree not to use the Software to: alter, reverse engineer, disassemble, or reverse compile any third party software or firmware; overcome the security features of any third party software or firmware; infringe upon any third party rights; and/or defeat the copyright or other protection for any third party software or firmware ("Prohibited Uses"). You agree to indemnify and defend including any attorneys' fees Architected Futures and its affiliated companies from any and all liability arising from such Prohibited Uses.
17.5. ARCHITECTED FUTURES DOES NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION.
17.6. THE SOFTWARE IS PROVIDED "AS IS" AND ARCHITECTED FUTURES DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THIS SOFTWARE AND/OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
18. General Provisions
18.1. Whole Agreement. This Agreement contains the entire understanding of you and Architected Futures (the "Parties") concerning its subject matter and supersedes all prior oral and written agreements, understandings, commitments, representations and practices between the Parties concerning its subject matter.
18.2. Invalidity. If any portion of this Agreement is found to be invalid, then the narrowest segment possible of that portion shall be held to be excised from this Agreement, and the remainder of this Agreement will continue in full force and effect.
18.3. Agency. Nothing in this Agreement shall be construed to make the Parties agents of each other, partners or joint venturers, or to permit any Party to bind any other Party to any agreement.
18.4. Waiver. No waiver of this Agreement will be effective against Architected Futures unless made expressly in writing.
18.5. Assignment. You may not assign your rights under this Agreement without the prior written consent of Architected Futures, which may be withheld for any reason. Any acquisition or merger involving your company will constitute an assignment and will terminate this Agreement unless Architected Futures agrees in writing to continue the Agreement. In any permitted assignment, the assignee must specifically agree to all provisions of this Agreement.
18.6. Survival. The provisions of this Agreement will survive any termination of this Agreement.
18.7. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, excluding its conflicts-of-law provisions.
18.8. Jurisdiction and Venue. Any litigation or arbitration arising from or relating to this Agreement shall be brought exclusively in the jurisdiction and in the venue proper for an individual residing in Berkeley, California and the Parties agree that any action relating to or arising out of this Agreement shall be instituted and prosecuted only in that jurisdiction and in that venue. The Parties hereby expressly waive any right to a change in jurisdiction and any and all objections to such jurisdiction and venue.
18.9. Arbitration. If a dispute arises out of or relates to this Agreement or its breach, and if the dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration.
18.9.1. Thereafter, any unresolved controversy or claim arising out of or relating to this Agreement or its breach, termination, or invalidity, shall be settled by arbitration in accordance with the UNCITRAL (United Nations Commission on International Trade Law) Arbitration Rules in effect on the date of this Agreement. The appointing authority shall be the American Arbitration Association. The case shall be administered by the American Arbitration Association in accordance with its "Procedures for Cases Under the UNCITRAL Arbitration Rules."
18.9.2. With respect to both mediation and arbitration:
126.96.36.199. The proceedings shall be conducted in Berkeley, California.
188.8.131.52. The language of the proceedings shall be English.
184.108.40.206. This Agreement shall be governed by and interpreted under the laws of the State of California and this agreement shall be deemed to have been signed in the State of California.
220.127.116.11. The prevailing party shall be entitled to an award of its costs and fees, including attorneys' fees.
18.104.22.168. The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards will apply
22.214.171.124. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
18.10. Attorneys' fees. In any litigation or arbitration relating to or arising out of this Agreement, the prevailing Party will be entitled to costs and attorneys' fees.
18.11. Construction. Each Party and/or the respective attorneys of each Party, has carefully reviewed, or has had an opportunity to review, this Agreement. Accordingly, the Parties agree that the normal rule of construction that any ambiguities are to be resolved against the drafting Party shall not be utilized in the interpretation of this Agreement.
18.12. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.