I. THE SITE AND SERVICE.
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you may be required to open an account (“User Account”) by registering with Sasquatch. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current and correct. Upon proper registration and opening of a User Account, subject to all of the terms and conditions of these Terms of Service, Sasquatch hereby grants to you the non-transferable right to use the Service, solely for your own internal business purposes, until such time as either you or Sasquatch elect to terminate such right in accordance with these Terms and Conditions.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security)or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria. You must be at least 13 years of age or older to use the Site, provided that if you are under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site.
(c) Passwords: Upon registration on the Site, you will either provide Sasquatch with your email and a unique password to access your account or will allow the Service to authenticate your identity by way of a third-party service provider. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Sasquatch of any suspected or actual unauthorized use of your User Account. You agree that Sasquatch will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(a) Sasquatch Content: Except as may be otherwise noted, any and all information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service (collectively, “Sasquatch Content”) are the works of Sasquatch and its licensors, and Sasquatch and its licensors expressly retain all right, ownership, title and interest in and to the Sasquatch Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Sasquatch Content outside of the usage setforth herein may violate copyright and/or other applicable laws.
(d) Limited Site Content License: Sasquatch grants you the limited, revocable, non-transferable, non-exclusive right to use the Sasquatch Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, tablet, phone, email client, or other internet connected device, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format. Sasquatch will not be responsible for your internet provider, internet connectivity, or any issue with such Site Content, display, or use, that was not under direct control and responsibility of Sasquatch during the time at issue, and as set forth within this Agreement.
III. ACCEPTABLE USE.
(a) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
(b) Prohibited Conduct: Sasquatch specifically prohibits any use of the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Sasquatch products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site, the Service or Sasquatch’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or Sasquatch’s system or network security may result in civil or criminal liability.
(c) User Content: If you elect to display, post, submit or otherwise make available to others, on the Site or Service, any content or works of authorship, including, without limitation, images, audio files, text, software (but excluding User software) or other materials, (collectively, “User Content”), you hereby grant to Sasquatch a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Sasquatch that (i) you have all necessary power, authority, right, title and/or licenses to grant to Sasquatch the foregoing right and license and (ii) the posting, submission, display by you of User Content on the Site, and the exercise by Sasquatch of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) no User Content you provide (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) is libelous or defamatory.
(d) Monitoring of Site Content and use of Service: Sasquatch reserves the right, but is under no obligation, to monitor your use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Sasquatch reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
IV. FEES, PAYMENT.
(a) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
(b) Cancellation and Termination: You are solely responsible for properly canceling your User Account. Cancellation and termination may only be transmitted to Sasquatch by direct email notification of such request. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
V. INTELLECTUAL PROPERTY.
(a) Ownership of Service and Site. We and our licensors own and retain all right, title and interest in and to the Service and any related Software, materials, or information including all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. This includes any information that we collect and analyze in connection with the Service, such as usage patterns, user feedback and other information to improve and evolve our software products and services offerings. Your rights to use the Service are limited to those expressly granted in this Agreement. No other rights with respect to the Service, any related Software, or any related Intellectual Property Rights are implied.
(b) Trademarks: All trademarks, service marks and logos included on the Site (“Marks”) are the property of Sasquatch or third parties, and you may not use such Marks without the express, prior written consent of Sasquatch or the applicable third party.
(c) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Sasquatch will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send an email to Sasquatch at firstname.lastname@example.org, and Sasquatch will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Sasquatch’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Sasquatch reserves all rights to seek damages and fees associated with infringement and or fraud.
(d) Suggestions: You hereby grant to Sasquatch a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual ownership interest to use or incorporate into the Site and/or the Service any suggestions, enhancement requests, recommendations or other feedback provided by you to Sasquatch that is related to the Site and/or the Service.
(a) Disclaimer: THE SITE, SITE CONTENT AND THE SERVICE, AND SERVICE CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SASQUATCH MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, SASQUATCH HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND SASQUATCH MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
(a) Indemnification by You. You will defend and indemnify us against any third party claim arising from or relating to: (a) your User Content; (b) any infringement or misappropriation of any intellectual property rights by you, users or your suppliers in connection with your use of the Service; (c) any violation of law by you or Users in connection with use of the Service; (d) your or Users’ use of the Service in violation of this Agreement, or (e) your or Users’ use of any Third Party Content. We will (1) provide you with notice of the claim within a reasonable period of time after learning of the claim; and (2) reasonably cooperate in response to your requests for assistance. You may not settle or compromise any indemnified claim without our prior written consent.
(b) Defense and Indemnification. Subject to the remainder of this Section, we will defend you against an Infringement Claim and indemnify you from the resulting costs and damages finally awarded against you to that third party by a court of competent jurisdiction or agreed to in settlement. You will (a) provide us with notice of any Infringement Claim within a reasonable period of time after learning of it; (b) allow us sole control over the claim’s defense and settlement; and (c) reasonably cooperate in response to our requests for assistance. You may not settle or compromise any Infringement Claim without our prior written consent.
(c) Remedies. If the Service becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we will at our option and expense: (a) procure the rights necessary for you to keep using the Service; (b) modify or replace the Service to make it non-infringing; or (c) terminate this Agreement and refund any pre-paid fees for a Subscription-based Service pro-rated for its remaining term.
(d) Exclusions. We will have no obligation under this Agreement or otherwise with respect to any claim based on: (a) a combination of the Site or Service with non-Sasquatch products or content, including Your Content; (b) use of the Service for a purpose or in a manner not specified in this Agreement; (c) any modification to the Service made without our express written approval; or (d) any Service provided on a no-charge basis. This Section states your exclusive remedy for any infringement claims.
VII. LIMITATION OF LIABILITY.
(a) Generally. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SASQUATCH BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING OR YOUR CONTENT, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE. IN ANY EVENT, OUR LIABILITY UNDER THIS AGREEMENT WILL NOT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF: (A) THE AGGREGATE FEES PAID OR PAYABLE TO US FOR YOUR ACCESS TO AND USE OF THE SERVICE OFFERING IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWELVE HUNDRED U.S. DOLLARS ($1,200.00 USD) (OR THE EQUIVALENT IN LOCAL CURRENCY), REGARDLESS OF WHETHER WE OR OUR LICENSORS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION 11.1 WILL NOT APPLY TO (A) YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (B) ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY APPLICABLE LAW.
(b) Further Limitations. Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring a claim under this Agreement more than twelve (12) months after the cause of action arises.
(a) Confidential Information” means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service Offering that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes any information or materials relating to the Service Offering whether or not indicated as confidential at the time of disclosure.
(c) Exceptions. The recipient’s obligations under section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
(a) Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempted assignment or transfer without that consent will be void. Subject to these limits, this Agreement will bind and inure to the benefit of the parties and their respective successors and assigns
(c) Waiver. The waiver of a breach of any provision of this Agreement will not constitute a waiver of any other provision or any later breach.
(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in force.
(e) Governing Law. This Agreement is governed by the laws of the State of California, United States of America (excluding its conflict of law rules). For any disputes pursuant to this Agreement the parties agree to the sole and exclusive jurisdiction of the courts located in Santa Clara County, California. The United Nations Convention for the International Sale of Goods does not apply. This Agreement does not affect your statutory rights that cannot be waived or changed by contract.
(f) Force Majeure. We will not be liable for any delay or failure to perform any obligations under this Agreement due to any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.
(g) Order of Precedence. The terms of this Agreement will supersede and control over any conflicting or additional terms and conditions of any other purchasing related document issued by you.
(h) Entire Agreement. This Agreement, as revised by us from time to time, is the entire agreement of the parties regarding its subject matter. This Agreement supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter.
(i) Operation Location. Sasquatch operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Sasquatch may be located, at various locations in and outside of the United States. Sasquatch makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
(j) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site and Service Content may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, Service, or any Site or Service Content in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.