Rofori Terms of Service.
Effective February 25, 2013
WELCOME TO THE ROFORI SERVICE (REFERRED TO AS, THE "SERVICE"). NOTE THAT THE SERVICE IS NOT A PUBLICLY ACCESSIBLE OFFERING. USE OF THE SERVICE IS LIMITED TO THOSE PARTIES WHO HAVE BEEN INVITED TO PARTICPATE. PLEASE READ CAREFULLY THE TERMS OF SERVICE BELOW. BY ACCEPTING THE ROFORI INVITATION, LOGGING INTO THE ROFORI SERVICE, OR USING THE SERVICE, THE AUTHORIZED USER (REFERRED TO AS "You" OR "USER") UNCONDITIONALLY ACCEPTS AND AGREES TO BE FULLY BOUND BY THIS ROFORI TERMS OF SERVICE ("TOS"). IF YOU DO NOT AGREE TO ALL THE ROFORI TERMS OF SERVICE, DO NOT ACCEPT THE ROFORI INVITATION, LOG INTO, USE OR ACCESS THE SERVICE.
YOU UNDERSTAND THIS IS A LEGAL AND BINDING CONTRACT ENFORCEABLE TO THE FULLEST EXTENT OF THE LAW. IF ANY PROVISIONS OF THIS TOS CONFLICT WITH ANY TERMS OF ANOTHER AGREEMENT BETWEEN YOU AND ROFORI COPORATION (REFERRED TO AS THE "COMPANY") OR BETWEEN THE ORGANIZATION ENABLING YOUR USE OF THE SERVICE (REFERRED TO AS THE "CUSTOMER ") AND THE COMPANY, THE TERMS OF SUCH OTHER AGREEMENT SHALL PREVAIL.
THE COMPANY RESERVES THE RIGHT TO MODIFY THIS TOS AT ANY TIME AND IN ANY WAY WITHOUT ANY PRIOR NOTICE TO USER. THE COMPANY RECOMMENDS THAT YOU REVIEW THE TOS PERIODICALLY TO REMAIN INFORMED AS TO CURRENT USER RIGHTS AND OBLIGATIONS
PLEASE PRINT AND KEEP A COPY OF THIS AGREEMENT.
The Company offers the Service for your use via the website www.rofori.com. The Company reserves the right to immediately terminate your access to the Service in the event of any violation of the TOS.
1. SERVICE ACCESS.
Subject to the terms and conditions of this TOS and all other relevant agreements between the Company and the User and between the Company and the Customer, the Company grants User the right to access and use the Service via a Virtual Community within the Service. A "Virtual Community" is an online community of Users that contains and manipulates a collective, shared repository for user group data, and search functionality, and permits access to the Service. The Service and its associated Virtual Communities may be accessed and used by the Customer and Users only in connection with the Customer's business purposes and only to the extent for which the Company has authorized User's access rights. User and Customer shall be responsible and liable for User compliance with this TOS. Except as otherwise expressly permitted herein, the Customer and its Users shall not: (i) rent, lease, lend, assign, sublicense, transfer, distribute, sell, or otherwise make available, the Service to any third party; (ii) reverse engineer or otherwise attempt to discover the source code or any other trade secrets or other forms of proprietary information of the Company or any third party embodied in the Service or permit any third party to do the same; or (iii) infringe upon or otherwise undermine any intellectual property rights of the Company or any third party associated with the Service and its related technologies. Customer and its Users may not (a) remove, alter, or obscure any proprietary notices, labels, or marks from the Company; (b) attempt to disable or circumvent any security mechanisms used by the Service; (c) use the Service to create a program that performs a malicious activity, including but not limited to spamming users, harvesting usernames and passwords, performing unauthorized scans of machines or ports or creating Denial of Service attacks; (d) upload or otherwise process any malicious content to or through the Service; or (e) modify, translate, adapt, arrange, or create derivative works based on the Service for any purpose without the Company's prior written authorization. The Service may be accessed and used only as a single product and its components may not be separated for access, distribution or use unless expressly permitted by the Company. User agrees that at all times while accessing the Service the User shall comply fully with all applicable laws and regulations, and with all terms and conditions of User's employment or other contract relationship with Customer. Among other requirements, User shall at all times while using the Service comply fully with Customer's acceptable and appropriate use policies applicable to Customer's computer and communications systems, Customer's policies and practices for the protection of intellectual property and proprietary information, and Customer's workplace conduct policies and practices.
3. HOSTING OF THE SERVICE.
The Company may rely on outside parties to provide hosting and other support activities for the Service. User acknowledges and consents to the use of such third parties, and agrees that the Company may change its service provider from time to time without notice to or consent from Users.
4. MAINTENANCE AND SOFTWARE UPDATES.
The Service may be updated with new features and tools from time to time by the Company. These updates are designed to improve, enhance, and further develop the Service and may take the form of patches, enhanced functionality, new software modules and completely new versions. You agree to accept all such updates to Service and to permit the Company to make updates to the Service without your or your User's consent, or prior notification. As necessary, you agree to cooperate fully with the Company and its representatives as it executes all reasonable maintenance and update activities, including complying with all reasonable instructions and requests.
5. ALL RIGHTS RESERVED; USE OF FEEDBACK
Title, ownership, and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Service and all associated technologies and materials remain with the Company, whether those rights happen to be registered or not, and wherever in the world those rights may exist. User has only the limited access rights granted with respect to the Service expressly set forth in this TOS, and User has no other right, express, implied or otherwise associated with the Service. The structure, organization, and code of the Service and its ancillary technologies, are valuable trade secrets of the Company, and Users shall keep such trade secrets confidential. No logo, graphic, sound, content or image from the Service may be copied or retransmitted unless expressly permitted by the Company in a separate writing. The access rights to the Service are provided as a service and not sold. Furthermore, the User acknowledges that the goodwill associated with the Company's trademarks, copyrights, patents, trade secrets and other intellectual property rights belong exclusive to the Company and, upon request, the User will cease its use of such goodwill.
In the event the User provides the Company with any suggestions, enhancement requests, recommendations or other feedback ("Feedback") relating to the Service, the Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to make, use, copy, modify, create derivative works of, and incorporate into the Service such Feedback (and derivative works thereof); and to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Service that incorporate such Feedback (and derivative works thereof). The Users who provide Feedback warrant that such Feedback is not subject to any license terms that would purport to require the Company to comply with any additional obligations with respect to any of the Company's works that incorporate the Feedback. Feedback, even if designated as confidential by the Customer and/or User, shall not create any confidentiality obligation for or upon the Company.
7. ACCEPTABLE USE.
The User agrees not to use the Service, or any portion thereof, to: (a) upload, post or otherwise transmit any Content (as defined below in Section 8) which: (i) violates, misappropriates, or infringes, in any way, upon the rights of others; (ii) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, pornographic, libelous, invasive of another's privacy, hateful, violent, or racially, ethnically or otherwise objectionable; or (iii) encourages or consists of conduct that would constitute a criminal offense, or otherwise violate any law or regulation; (b) access information related to minors or harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent User's affiliation with any person or entity; (d) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (e) upload, post, or otherwise transmit any material which contains software viruses, harmful materials, or any other malicious computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the Company; (f) interfere with or disrupt equipment, or servers or networks connected to the Service, or fail to adhere to any requirements, procedures, policies or regulations of networks connected to the Service or associated with the Company; (g) "stalk", otherwise harass or disparage any person or entity; (h) collect, store or disclose confidential or sensitive information, or personal data about any person or entity, without the requisite rights to do so; or (i) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals.
If the Company is made aware of Content or User conduct that is, or that the Company believes in good faith may be, a violation or potential violation of this Section 7, the Company has the right, but not the obligation, to immediately remove or disable access to that Content and/or terminate the ability of the User(s) involved to access the Service without notice to the User. The Company may disclose Content or registration information in order to cooperate with any law enforcement authorities or court order.
8. LICENSE BY USERS.
User warrants that it has all the requisite rights and authorizations to submit, disclose, post, reproduce, publish, distribute, or otherwise transmit all data, material, information, text, images, video, audio, and other media submitted or uploaded by User on or through the Service ("Content"). User is responsible for any Content submitted, and any consequences related thereof. By submitting, posting, or otherwise making Content available in the Service, each User hereby grants the Company a perpetual, non-exclusive, royalty free, paid up, worldwide, sub-licensable license to store, display, reproduce, modify search, and transmit the Content solely for the purposes of providing formatting, maintenance, repair, protection, organization, maintenance, upgrades or other administration of the Service and use such Content in the ordinary course of the Company's operations.
9. CONTENT: GENERAL.
User is solely responsible for all Content and all activities that occur within the Service under User's accounts, including, without limitation any comments, information, questions, data, plans, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted to the Company by User via the Service.
User is solely responsible for complying with all requirements, procedures, and checkpoints applied by Customer with regard to accuracy of data input and output. User acknowledges that: (i) User will evaluate and bear all risks associated with the use of any Content, including any reliance by User on the accuracy, completeness, or usefulness of such Content; and (ii) under no circumstances will the Company or any of its employees, agents other representatives or affiliated entities be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Customer's or any User's use, deletion, modification, or correction of any Content. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONTENT PROVIDED THROUGH OR ASSOCIATED WITH THE SERVICE.
10. PROTECTION OF CONTENT
The Company will use commercially reasonable standards and practices to back up and protect Content. Notwithstanding the foregoing, the Company makes no warranties or representations regarding its back-up practices, and does not warrant that it will be able to restore any lost or damaged Content or other data. Customer acknowledges that no network security procedures can assure complete network security or prevent all unauthorized access. The Company makes no warranties or representations regarding the security of the Service or protection of Service Content. The User shall immediately notify the Company of any known or suspected security breaches affecting the Service The User shall cooperate on a timely basis with all requests and instructions made by the Company or its agents or representatives with regard to efforts to stop a security breach; to mitigate damages associated with a security breach in progress; to prevent an anticipated security breach, to investigate a security breach or to test, maintain or enhance security measures.
11.1 Confidential Information. As used in this TOS, confidential information shall mean (a) any information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is marked or designated as "confidential" or "proprietary" at the time of disclosure; (b) trade secrets and other proprietary materials associated with the Service, (c) information related to Service access, including but not limited to, Organization's and User's registration information and account passwords, and (d) information related to the Company's business or operations, product plans or product prices (collectively "Confidential Information").
11.2 Limitations on Disclosure and Use of Confidential Information. Receiving Party shall exercise the same degree of care employed by such party to prevent the unauthorized disclosure of its own Confidential Information, but in no event employing less than reasonable care. Confidential Information disclosed under this TOS shall only be used by Receiving Party in the furtherance of this TOS or the performance of its obligations hereunder.
11.3 Exceptions. Confidential Information shall not include Confidential Information that from and after the date of disclosure: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party free of any obligation of confidence, as shown by Recipient's written records; or (iii) was rightfully disclosed to the Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information as shown by Receiving Party's written records.
12. THE COMPANY'S LIMITED WARRANTY AND DISCLAIMER.
12.1 User hereby acknowledges and agrees that the Service is provided solely for Customer's internal use. User further acknowledges and agrees that the Service, forms part of Customer's total unique hardware and software environment to deliver specific functionality, and all or any part of the Service may not achieve the results User desires within Customer's design constraints. User acknowledges and agrees that it bears sole responsibility for determining whether the Service is suitable for use given Customer's intended application.
12.2 User acknowledges that the Service may contain links to third party websites and/or other electronic resources. User acknowledges and agrees that the Company is not responsible or liable for; i) the availability or accuracy of such websites or resources, or ii) the content, products or offerings on or available from such websites and/or other resources. Furthermore, links to any such website or resource do not imply any endorsement by the Company of any such website or resource or content, products or offerings. User is solely responsible for, and assume all risk arising from the use of any website or resource.
12.3 DISCLAIMER OF WARRANTIES: USER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED "AS IS" AND THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (i) REGARDING THE USABILITY, SUITABILITY, CONDITION, OPERATION OR ACCURACY OF THE SERVICE, (ii) THAT ACCESS TO OR USE OF THE CONTENT, SERVICE WILL BE AVAILABLE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (iii) THAT THE SERVICE WILL DELIVER CUSTOMER'S DESIRED RESULTS OR MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, OR (iv) THAT THE CONTENT, SERVICE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. CUSTOMER'S AND USERS' USE OF THE CONTENT AND THE SERVICE IS AT ITS OWN RISK, AND CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR INABILITY TO USE THE CONTENT, SOFTWARE, AND/OR THE SERVICE.
13. LIMITATION OF LIABILITY.
THE ENTIRE CUMULATIVE LIABILITY OF THE COMPANY AND ITS EMPLOYEES, AGENTS, OTHER REPRESENTATIVES, AND OTHER AFFILIATED ENTITIES ARISING OUT OF OR IN CONNECTION WITH THIS TOS, THE SERVICE, AND THE CONTENT SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES FULLY PAID BY CUSTOMER EQUAL TO THE VALUE OF SERVICES PROVIDED BY THE COMPANY DURING THE THIRTY (30) DAY PERIOD PRECEDING THE CLAIM.
IN ADDITION, IN NO EVENT SHALL THE COMPANY OR ITS EMPLOYEES, AGENTS,OTHER REPRESENTATIVES OR OTHER AFFILATED ENTITIES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUE OR DATA, OR COST OF COVER ARISING OUT OF OR IN CONNECTION WITH THIS TOS, THE SERVICE OR THE CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 13 SHALL APPLY TO ALL DAMAGES, CLAIMS AND LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT (INCLUDING, BUT NOT LIMITED TO, WARRANTY OR INDEMNIFICATION CLAIMS), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
The Company may suspend User's access to the Service at any time, without notice, for failure to comply with this TOS.
15. EFFECT OF TERMINATION.
Upon termination, User shall cease to access the Service, and all of User's rights under this TOS shall cease. User acknowledges and agrees that the Company shall have the right, immediately upon termination of User access to the Service, to delete all Content and data from the Service (and all backups thereof) which was posted or otherwise provided by the terminated user, without further notice, and that the Company is not liable for any loss or damage which may be incurred by the Customer, the terminated User or any third parties as a result of such deletion. In addition, the Company shall have the right to backup and archive the terminated User's Content and data in accordance with any laws requiring such backup and archive and the Customer and User consent to such backup and archive.
Termination is in addition to all other legal or equitable remedies available to the Company. Sections 5 (All Rights Reserved; Use of Feedback), 8 (License by Customers and Users), 9 (Content: General), 10 (Protection of Content), 11 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Effect of Termination/Expiration), 16 (Indemnity), 17 (Entire Agreement), 18.4 (Governing Law, Jurisdiction and Venue), and 18,6 (Notices)shall survive any termination of this TOS.
Customer and User agree to indemnify, defend (at the Company's request) and hold harmless the Company and its affiliates, officers, directors, owners, agents, employees and suppliers (collectively, the "Rofori Indemnified Parties") from all damages, losses, liability, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Rofori Indemnified Parties in connection with any third party claim against a Rofori Indemnified Party arising out of or related to any claim that the Content or Customer's or Users' use of the Service violates any applicable law, rule, regulation or the rights of any third party. Customer and User shall have the right to conduct the defense of any such claim, provided, however, that the Company shall have the right, at its own expense, to participate in the defense of any matter subject to indemnification hereunder, or to assume the defense and control of such matter if Customer or User fails to do so, and Customer or User shall not settle any such claim without the prior written consent of the Company unless the settlement unconditionally releases Rofori Indemnified Parties of any and all liability.
17. GENERAL PROVISIONS.
No term or provision hereof shall be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of or excuse of any other, different or subsequent breach. If and to the extent any provision of this TOS is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof, shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this TOS in any other jurisdiction.
17.2. Governing Law, Jurisdiction and Venue.
User agrees that the statutes and laws of the Commonwealth of Virginia, without regard to the conflicts of laws principles thereof, shall govern all matters relating to interpretation and enforcement of these TOS and to Organization's and User's access to, or use of, the Service. All disputes associated with this TOS shall be resolved by the state and federal courts located in the Commonwealth of Virginia. The TOS is void where prohibited by law, and the right to access the Service is hereby revoked in such jurisdictions.
In conformity with laws and regulations of the United States and other countries relating to international trade, Organizations and Users agree that they will not disclose, export or re-export, directly or indirectly, any product, documentation or technical data (or direct products thereof) provided under this TOS to any country, entity, or other party outside of the United States. User and Organization shall be solely responsible for complying with these laws and regulations. The Company reserves the right to terminate User access or to delete Content as it deems necessary to ensure compliance with all applicable export control laws and regulations.
Notices to the Company under the TOS shall be sufficient only if in writing and transmitted via one of the following processes: 1.) electronic mail, 2.) personal delivery or 3.) delivered by a major commercial delivery service or by certified or registered mail, return receipt requested. Personal delivery, commercial delivery service, and U.S. mail should be directed to: Rofori Corporation, Inc., Attention: Operations, 7960 Donegan Drive, Ste 225, Manassas, Virginia 20109. Electronic mail should be sent to firstname.lastname@example.org.
17.5. Digital Millennium Copyright Act.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Company's Copyright Agent by email at email@example.com.