Access to the Service
Suspension or Termination
Modifications to the Service
Concepture reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without prior notice. User agrees that Concepture shall not be liable for any modification, suspension, or discontinuance of the Service.
Account Login-ID’s, Passwords, and Security
User’s login-ID’s, passwords, and use of the Service are for use only by User and not for the general public. User agrees that it will not make any login-ID or password available to the general public without written authorization from Concepture. User is responsible for maintaining the confidentiality of all passwords and login-ID’s on its account, and is fully responsible for all activities that occur under any password or login-ID’s granted to User. User agrees that it will not, and that it will not allow any of its Users to, use any login-ID or password that User is not authorized or granted permission to use. User agrees to (a) immediately notify Concepture of any unauthorized use of any password or account login ID or any other breach of security, and (b) ensure that it properly logs off and exits from User’s account at the end of each session. Concepture cannot and will not be liable for any loss or damage arising from failure to comply.
No Unlawful or Prohibited Use
Conduct and Use of the Service
User understands that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that User, and not Concepture, is entirely responsible for all Content that is uploaded, posted, emailed, transmitted or otherwise made available via the Service by Users. Concepture does not control the Content made available via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. User understands that by using the Service, it is possible that Users may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Concepture be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, entered, emailed, transmitted or otherwise made available via the Service. User agrees to indemnify, defend, and hold harmless Concepture and its suppliers from any and all loss, liability, and expense arising from or related to User’s data, User’s use of the Service, or User’s violation of these terms. User agrees that the Service will not be used to:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, distribute or disseminate any defamatory, threatening, harassing, tortuous, infringing, obscene, indecent, hateful, or racially, ethnically, or otherwise objectionable or unlawful material or information;
Harm minors in any way;
Impersonate any person or entity, including, but not limited to, a Concepture official, or falsely state or otherwise misrepresent an affiliation with a person or entity;
Upload data or files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless they own or control the rights thereto or have received all necessary consents;
Upload data or files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer;
Upload, 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;
Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;
Forge headers, subject lines, or notes in order to disguise the origin of any Content transmitted through the Service;
Falsify the origin or source of software or other material contained in data or a file that is uploaded;
Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects the other user’s ability to engage in real-time use of the Service;
Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
Intentionally or unintentionally violate local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, and any regulations having the force of law;
Download any data or file posted by another user that the User knows, or reasonably should know, cannot be legally distributed in such manner.
User acknowledges that some or all of its communications and data may be viewed by other users who have access permission to do so. Further, User acknowledges that communications by Users are not endorsed by Concepture, and such communications may not be considered reviewed, screened or approved by Concepture. Concepture reserves the right for any reason to remove without notice any data or content uploaded, entered, or received from users but is not required to do so. Concepture reserves the right to deny in its sole discretion any User access to communication features without notice.
Use and Storage
User acknowledges that Concepture may establish general guidelines and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service, the maximum size of any email message or uploaded file on the Service, the maximum disk space that will be allotted on Concepture’s servers, and the maximum number of times (and the maximum duration for which) users may access the Service in a given period of time. User acknowledges that Concepture reserves the right to log off users that are inactive for an extended period of time. User acknowledges Concepture’s right to log users off for the purpose of performing system maintenance and data backups. User further acknowledges that Concepture reserves the right to modify these general practices and limits from time to time. Concepture assumes no responsibility to User for any deletion, missed delivery or failure to store any content, data, communications or personalization settings.
Export Restrictions and Special Admonitions for International Use
Recognizing the global nature of the Internet, User agrees to comply with all local rules regarding online conduct and acceptable Content. Specifically, User agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you, the User, reside. User acknowledges that the portions of the Service, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. User agrees not to export or re-export the any portions of the Service, directly or indirectly, to any countries that are subject to USA export restrictions.
Use of Software Available via the Service
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE APPLICABLE MASTER AGREEMENT OR THE LICENSE AGREEMENT, IF ANY.
Concepture’s Proprietary Rights
User acknowledges and agrees that the Service and any necessary Software used in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. User agrees that Concepture owns, or its suppliers or licensors own, all right, title, and interest in and to the Software and/or the Service, including without limitation all intellectual property rights. No implied rights or licenses are granted by Concepture. User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. From time to time User may make suggestions about the Software or the Service. Such suggestions may include but not be limited to (1) improvements, (2) comments, (3) requests for changes to a configuration, and/or (4) ideas about how to improve the Software or the Service (all collectively hereinafter referred to as “Suggestions”). User grants Concepture a perpetual, royalty-free, irrevocable, transferable license, with right to sublicense, to use and incorporate User’s Suggestions into the Software or Service (or third party software, content, or services), and to otherwise exploit such Suggestions without compensation to User.
Links to Third Party Sites
The Service may contain hyperlinks to web sites operated by parties other than Concepture. Such hyperlinks are provided for User’s reference only. Concepture does not control such web sites and is not responsible for their content. Concepture’s inclusion of hyperlinks to such web sites does not imply any endorsement of the material on such web sites or any association with their operators.
Concepture can be reached as follows: By mail: Concepture, Inc., PO Box 202705, Austin, TX 78720. By email: CustomerService@Concepture.com
Copyright and Trademark Notices:
All contents of the Service are: Copyright © Concepture, Inc. and/or its suppliers. The Concepture logo, trademarks and service marks and other Concepture logos and product and service names are trademarks of Concepture and/or its suppliers. User agrees not to display or use in any manner the Concepture marks without Concepture’s prior written permission. Other product and company names mentioned herein may be the trademarks of their respective owners.
Modification of These Terms
No Third Party Beneficiaries
DISCLAIMER OF WARRANTIES
USER EXPRESSLY AGREES THAT USE OF THE SOFTWARE OR THE SERVICE IS AT USER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CONCEPTURE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND RELATING TO THE SOFTWARE, THE CONCEPTURE SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONCEPTURE MAKES NO WARRANTY THAT THE SOFTWARE OR THE CONCEPTURE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CONCEPTURE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR THE CONCEPTURE SERVICES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CONCEPTURE BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, COSTS OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY LOSS OF PROFITS OR LOSS OF GOODWILL, OR LOST DATA, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
This agreement is governed and construed by the laws of the State of Texas, U.S.A. User hereby consents to the jurisdiction of all federal and state courts in Texas, and agrees that venue shall lie exclusively in Travis County, Texas, U.S.A., unless another venue is chosen by Concepture. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
User agrees that no joint venture, partnership, employment or agency relationship exists between User and Concepture as a result of this agreement or use of the Service.
Concepture’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Concepture’s right to comply with law enforcement requests or requirements relating to use of the Service or information provided to or gathered by Concepture with respect to such use.
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
This agreement constitutes the entire agreement between the User and Concepture with respect to use of the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and Concepture with respect to use of the Service. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.