Terms of Use

Concepture Terms of Use

Concepture, Inc. (“Concepture”) is pleased to make available to you (the “User”) the software and related services accessible via its website Concepture.com (collectively, the “Service”) subject to, and conditioned upon your agreement and acceptance without modification of, these notices, terms and conditions (the “Terms of Use”). By accessing, using or downloading any materials from the Service, you agree to follow and be bound by these Terms of Use. If you do not agree with these Terms of Use, you may not access or use the Service for any purpose.

Access to the Service

If the User accessing the Service is an employee or other representative of a customer of Concepture (the “Customer”) pursuant to an existing master agreement, subscription agreement or other written agreement between Concepture and such party (a “Master Agreement”), the User represents that User has been duly authorized by Customer to act on its behalf and to access and use the Service in accordance with the Terms of Use and the applicable Master Agreement. In the event of a conflict between any provision of the applicable Master Agreement and any provision of these Terms of Use, such conflicting provision of the Master Agreement will control. User or Customer, as applicable, is responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). User or Customer, as applicable, is responsible for those fees, if any. In addition, User or Customer, as applicable, must provide and is responsible for all equipment necessary to access the Service.

Suspension or Termination

User agrees that Concepture may, under certain circumstances and without prior notice, immediately suspend or terminate User’s account, any associated user login-ID’s and passwords, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or the Master Agreement, as applicable, or other incorporated agreements or guidelines, (b) requests by law enforcement or other governmental agencies, (c) a request by you, the User (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity by User. Termination of User’s account includes (a) removal of access to all offerings within the Service, including but not limited to mail and domains, if any, (b) deletion of User’s login-ID’s and passwords and all related information, and (c) barring further use of the Service. Further, User agrees that all terminations for cause shall be made in Concepture’s sole discretion and that Concepture shall not be liable to User or any third-party for any termination of User’s account or access to the Service.

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

As a condition of use of the Service, User warrants to Concepture that the Service will not be used for any purpose that is unlawful or prohibited by these Terms of Use or the Master Agreement, as applicable.



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

Please note that all software, including without limitation all HTML code, ASP.net code, Java code, Java Script code, Active X controls, and any other source code (the “Software”) contained in, used by, or downloadable from, the Service, is owned by Concepture and/or its suppliers and is protected by copyright laws and international treaty provisions. The Software and its structure, organization, source code, and documentation contain valuable trade secrets of Concepture and its suppliers and licensors, and accordingly User agrees not to (and agrees not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute the Software and/or Service or any derivative thereof to any third party, (2) modify, adapt, translate or prepare derivative works from the Software or Service, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or Service, (4) extract portions of the Software’s files for use in other applications, or (5) remove, obscure, or alter Concepture’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software or Service. Any reproduction or redistribution of the Software and any screen displays generated by the Software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The Software that is made available for use in connection with the Service, is the copyrighted work of Concepture and/or its suppliers and licensors. User’s use of the Software is governed by these Terms of Use, the applicable Master Agreement, and the terms of the end user license agreement, if any, which accompanies or is included with any downloaded Software (“License Agreement”). User may not install or use any Software that is accompanied by or includes a License Agreement unless User first agrees to the License Agreement terms. For any Software not accompanied by a License Agreement, Concepture hereby grants to you, the User, a personal, nontransferable license to use the Software for viewing and otherwise using the Service in accordance with these Terms of Use and the applicable Master Agreement, and for no other purpose; provided that the User does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code and/or screen displays, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software and/or the Service. User agrees not to modify the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. User agrees not to access the Service by any means other than through the Customer Login interface that is provided at www.Concepture.com for use in accessing 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.



Notice

Concepture is not obligated to provide User with notice of changes to these Terms of Use. Concepture may provide User with notices, including those regarding changes to these Terms of Use, by email, or regular mail, or postings on the Service.



Contact Information:

Concepture can be reached as follows:
    By mail: Concepture, Inc., PO Box 202705, Austin, TX 78720. 
    By Phone: (888) 448-0101 
   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

Concepture reserves the right to change the terms, conditions and notices under which the Service is offered. These Terms of Use were last modified effective October 20, 2014.



No Third Party Beneficiaries

User agrees that, except as otherwise expressly provided in these Terms of Use, there shall be no third party beneficiaries to this Agreement.



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.



General

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.
User acknowledges, consents, and agrees that Concepture may access, preserve, and disclose User’s account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with a legal process, enforce these Terms of Use, respond to claims that any Content violates the rights of third-parties, respond to User’s requests for customer service; or protect the rights, property, or personal safety of Concepture, its users, and the public. User acknowledges, consents, and agrees that Concepture may access User’s account information and Content for the purpose of replicating errors or problems that User notifies Concepture of, or for testing to verify that errors or problems in the Software or Service have been corrected.

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.