By signing up for an account to use the Service, logging into the Service, or by using any part of the Service through any medium whatsoever, You agree to this Agreement governing Your use of the Service and enter into this Agreement on behalf of any corporate or legal entity for which you are using the Service. If You are entering this Agreement for a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement. If You do not have such authority or do not agree to the terms and conditions of this Agreement, then you are not authorized to use the Service, and You must not click on "I have read and agree to the Terms and Conditions", not log into the Service, and not use the Service. Use of the Service without acceptance of this Agreement constitutes an illegal use of the Service and may subject you to both civil and criminal penalties.
"Agreement" means this document.
"Service" and "Services" mean the on-line, Web-based applications provided by Us at http://analytics.opentaps.com or any other web location.
"Malicious Code" means viruses, worms, Trojan horses, time bombs, and other harmful or malicious code, files, scripts, agents, or programs.
"We", "Us", or "Our" means Open Source Strategies, Inc., and/or its successors or assignees.
"You" or "Your" means both you personally as a user of these Services and the company, organization, or any other legal entity for which you are accepting this Agreement.
"Your Data" specifically refers to all electronic data or information entered by You into or with the Services.
We hereby grant You a non-exclusive, non-transferable, worldwide right to use the Service solely for your own internal business purposes subject to all terms and conditions of this Agreement. You may not use the Service if you are or intending to be a direct competitor of Us or the Service. You may not use the Service with the intent of monitoring its availability, performance, or functionality, or for benchmarking or competitive purposes.
You may use the Service only for your internal business purposes and shall not: send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Service or the data contained therein; or attempt to gain unauthorized access to the Service or its related systems or networks.
You shall abide by all laws, including local, state, national, and international laws, which are applicable to your use of the Service.
You shall report any violations of this Agreement or breach of security caused by Your use of the Service in writing immediately.
This Agreement is not a sale and conveys no rights of ownership related to the Service, nor does it grant You any rights to any trademark, logo, or product name. All rights not expressly granted to You are reserved by Us.
Your Data belongs to you.
We will take commercial reasonable steps to protect Your Data from unauthorized access.
We may make Your Data available to our employees, contractors, sub-contractors, or partners for the purposes of maintaining or improving this Service. Some of these individuals or organizations may be located in other countries and/or jurisdictions.
We may perform and publish analysis which incorporates Your Data. You grant Us a worldwide, non-exclusive, perpetual, irrevocable, transferrable, royalty free license to use Your Data for such analysis.
Your obligations to pay Us shall be secured by Your Data. It is understood that We may file a UCC Financing Statement to declare such security interests.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of Your Data, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.
You shall report promptly to us in writing if you believe Your Data has suffered from any authorized access or otherwise been compromised.
No part of Your Data submitted or entered into this Service may be protected by laws and regulations, including any Protected Health Information subject to the Health Insurance Portability and Accountability Act ("HIPAA").
No part of Your Data submitted or entered into this Service may contain personal or confidential information, including but not limited to social security numbers, driver's license or state issued identification numbers, financial account numbers, credit or debit card numbers, access codes, personal identification numbers, and contact information which are part of Do Not Call or Do Not Solicit lists.
We reserve all rights, title, and interest in and to the Services, including any and all related intellectual property rights. No rights are granted to You hereunder except as expressly set forth herein.
You shall not permit any party to use the Services except as permitted herein; attempt to create derivative works or copy, frame, mirror, or reverse engineer any part of the Services or any content stored in the Services.
You shall not access, nor permit any other party to access, the Services with the intent to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Services.
You shall not contest the our intellectual property rights to the Services.
THIS SERVICE AND ANY PORTION OF IT, INCLUDING BUT NOT LIMITED TO THE SCREENS, REPORTS, FUNCTIONALITY, DOCUMENTATION, AND ANY OTHER CONTENT, IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; INCLUDING, WITHOUT LIMITATION, WARRANTIES OR GUARANTIES OF RELIABILITY, TIMELINESS, AVAILABILITY, TRUTH, ACCURACY, QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, SECURITY, CONFIDENTIALITY, COMPLETENESS, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT NOR WARRANT TO YOU THAT THE USE OF THE SERVICE WOULD BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; ANY STORED DATA WILL BE AVAILABLE, ACCURATE, OR RELIABLE; THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; ERRORS OR DEFECTS WILL BE CORRECTED; OR THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR ANY LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AS THEY RELATE TO THE SERVICE.
NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WE DO NOT WARRANT THAT THE WORK WILL MEET CLIENT'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE.
The Services shall not be governed by the United Nations Convention on the International Sale of Good.
You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human transportation, nuclear or chemical facilities, or Class II medical devices under the Federal Food, Drug, and Cosmetics Act.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES ARISING OUT OF ANY CAUSE WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Our total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed $500. IN NO EVENT SHALL OUR LIABILITY EXCEED THIS AMOUNT.
You hereby indemnify and hold Us harmless from all damages, costs or expenses (including legal fees) arising out of any claim arising from Your use of these Services.
You represent and warrant to Us, and agree to indemnify and hold us harmless from anything contrary to such indemnifications, including paying for any legal costs as they are incurred, that:
The Service utilizes software and technology that may be subject to United States and foreign export controls. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.
The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. We make no representation that the Service is appropriate or available for use in other locations. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
Any diversion of the Content contrary to law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.
Modifications to Agreement: We reserve the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, by posting an updated version of this Agreement online. You are responsible for reviewing this Agreement whenever you use the Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Applicable law: This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles.
Arbitration: Both parties hereby agree to submit any disputes arising from this agreement which jurisdiction of a Small Claims Court to final and binding arbitration by the American Arbitration Association.
Jurisdiction: The parties hereby consent to the personal jurisdiction of and venue in any federal or state court of competent subject matter jurisdiction located in the City of Los Angeles, State of California for the adjudication of any disputes, arising under this Agreement, that have not be resolved through arbitration.
No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
No employment: Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing in this Agreement will be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
Assignment: You shall not assign any part of this Agreement without our express, written permission. We may assign this Agreement or any portion thereof without notice or seeking Your consent.
Change of Control: If You are acquired or come under the control of a person or entity which is or intends to be a competitor of Us, Your rights to use this Service are immediately terminated.
Successors and Assigns: This agreement binds and benefits the heirs, successors and assigns of the parties.
Severability: The provisions of this Agreement are severable, and the unenforceability of any provision of this Agreement shall not affect the enforceability of the remainder of this Agreement. If a court finds any provision of this Agreement invalid or unenforceable, that provision and the remainder of this Agreement will be interpreted so as best to carry out the parties’ intent to the greatest extent possible under applicable law. There shall be no presumption for or against either party as a result of such party being the principal drafter of this Agreement.
Force Majeure: Each party's failure to perform its obligations under this Agreement, except any obligation to pay money, shall be excused to the extent and for the period such performance is prevented by any of the following: fire, flood, earthquake, acts of God, explosion, casualty of war, labor dispute, inability to obtain delivery of parts, failure of supplies of electrical power, violence, any governmental law, order, regulation or ordinance, or any other act or condition beyond the reasonable control of such party. In such case, the party so affected shall give written notice to the other party, and shall resume performance promptly after the foregoing condition has abated.
Attorney's Fees and Legal Expenses: In any dispute arising out of this Agreement exceeding the jurisdiction of a Small Claims Court, the prevailing party shall be entitled to recover reasonable attorney's fees, legal expenses, including but not limited to filing expenses, court expenses, arbitration expenses, investigative and research expenses, document preparation expenses, and expert witness expenses, and collection expenses from the other party.
Reliance: Both parties represent and warrant to the other that: i) no promise or inducement for this Agreement has been made to him except as set forth herein; ii) this Agreement is executed by both parties freely and voluntarily, and without reliance on any statement or representation by either party or any of their attorneys or agents except as set forth herein.
Competency: Both undersigned represent and warrant i) he has read and fully understands this Agreement and the meaning of its provisions; ii) he is legally competent to enter into this Agreement and to accept full responsibility therefore; and iii) he has been advised to consult with counsel before entering into this Agreement and has had the opportunity to do so.
Waiver of Rights: Except as otherwise provided in this Agreement, any failure of either party to comply with any obligations, covenants, agreements or conditions herein may be waived by the party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Survival: The section for "Warranties and Liabilities", "Indemnifications", and "Intellectual Property" shall survive any termination or expiration of this Agreement indefinitely.