1. Acceptance of Terms of Use. This Terms of Service Agreement (this "Agreement") states the terms and conditions under which you may access and use any Web sites owned and operated by Jadence, LLC ("Jadence") including, but not limited to, http://www.iqfuse.com (collectively, the "Web Site"). By accessing and using the Web Site you are indicating your acceptance to be bound by the terms and conditions of this Agreement. Jadence reserves the right to alter this Agreement at any time without notice to you. Use of the Web Site after such changes are posted will signify your agreement to these revised terms.
2. Ownership. All materials displayed or otherwise accessible through the Web Site, including, without limitation, names, words, titles, phrases, logos, designs, graphics, icons, text, photographs, images, illustrations, audio clips, video clips, Software (as defined below) and code, and Java applets and scripts ("Intellectual Property") shall continue to be the property of Jadence or its content suppliers and are protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, alteration, modification, public performance or display, uploading or posting onto the internet, transmission, redistribution, use or publication by you of any Intellectual Property is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any Intellectual Property by or through your use of the Web Site. All software embedded in or located on or at the Web Site, including, without limitation, all computer code of all types, including all files and/or images contained in or generated by such software ("Software") is protected by copyright and may be protected by other proprietary rights. All such Software is owned by Jadence or its content suppliers. You are hereby granted the right to access and use the Software, subject to (i) the terms and conditions of this Agreement, and (ii) any additional conditions which may be imposed on your access and use of such Software. If the Web Site provides Software for download, unless otherwise provided, you are hereby granted, subject (i) to the terms of this Agreement and (ii) to any other terms and conditions that may apply to your downloading and use of such Software, a personal, non-transferable, non-exclusive license to (i) install and run one copy of the Software in object-code format on a non-networked computer for your personal, non-commercial use; and (ii) to reproduce the Software only as reasonably required to install, run and make reasonable backup copies as allowed by law. Except to the extent expressly permitted in this Agreement, you may not: (i) use, reproduce, modify, adapt, translate, upload, download or transmit the Software in whole or in part; (ii) sell, rent, lease, license, transfer or otherwise provide access to the Software; (iii) alter, remove or cover any trademarks or proprietary notices included in the Software; and/or (iv) decompile, disassemble, decrypt, extract or reverse engineer the Software or assist others in doing so. Nothing contained in the Web Site shall be construed as granting you any right, title, interest or other license in or to any Software, including, but not limited, to any intellectual property rights in the Software. All Software is provided As Is, without warranties of any kind, either expressed or implied, including, without limitation, any warranty (i) that the Software is of merchantable quality or is fit for any particular purpose; (ii) that the Software will conform with any specification(s) relating to the Software; (iii) that the Software will be free from material defects; (iv) that the Software contains no computer viruses or other contaminants; or (v) that the Software shall process date-related and time-related data without causing any processing interruptions, abnormal termination or process or manipulate any time-related data.
3. Trademark. JADENCE and IQFUSE are official marks or trademarks of Jadence. Other names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Web Site may constitute registered or unregistered trademarks of Jadence or third parties. While certain trademarks of third parties may be used by Jadence under license, the display of third-party trademarks on the Web Site should not be taken to imply any relationship or license between Jadence and the owner of said trademark or to imply that Jadence endorses the wares, services or business of the owner of said trademark. Nothing contained on the Web Site should be construed as granting you any license or right to use any trademark logo or design of Jadence or any third party, without the written permission of Jadence or the respective owner of any third-party trademark.
4. Disclaimer of Warranty. THE WEB SITE AND ALL CONTENT IS PROVIDED AS IS. BY ACCESSING AND USING THE WEB SITE YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEB SITE AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK. Jadence MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE WEB SITE AND THE CONTENT, INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION OR WARRANTY (I) THAT THE WEB SITE AND/OR CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY; (II) THAT ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, SOFTWARE, PRODUCT OR SERVICE CONTAINED IN OR MADE AVAILABLE THROUGH THE WEB SITE WILL BE OF MERCHANTABLE QUALITY OR FIT FOR A PARTICULAR PURPOSE; (III) THAT THE OPERATION OF THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE; (IV) THAT DEFECTS OR ERRORS IN THE WEB SITE WILL BE CORRECTED; (V) THAT THE WEB SITE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND (VI) THAT COMMUNICATIONS TO OR FROM THE WEB SITE WILL BE SECURE OR NOT INTERCEPTED. Jadence assumes no responsibility for any data loss or other loss suffered by you or any user of the Web Site. You are fully responsible for maintaining your computer equipment and Internet access to use the Web Site.
5. Limitation of Liability. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL Jadence, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA AND/OR LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF Jadence KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
6. Registration. To use certain features of the Web Site, you must register with the Web Site. You agree (i) to provide true, accurate, current and complete information about yourself as prompted by any registration form; and (ii) to maintain and promptly update the information you provide to keep it true, accurate, current and complete. If Jadence has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Jadence has the right to suspend or terminate your access to and use of the Web Site (or any portion thereof). Jadence maintains a strict on-line Privacy Policy and will not sell or give your information to other parties.
7. User account. To use certain features of the Web Site, you need a username and password, which you will select through the Web Site registration process as provided in Paragraph 6. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under your password or account. You agree to notify Jadence immediately of any unauthorized use of your password or account or any other breach of security. Jadence cannot and will not be liable for any loss or damage arising from Jadence's failure or your failure to protect your password or account information.
8. Informational content supplied by Users. The Web Site may provide features that allow you to post messages and content, to interact with Jadence and other users and to upload files, documents or other materials (collectively, "Submissions"). When using any of the features of the Web Site which allow you to post, upload or make Submissions, it is a condition of your use of the Web Site that you observe the rules of netiquette and that you do not:
(i) restrict or inhibit any other user from using and enjoying the Web Site, interfere or attempt to interfere with the proper workings of the Web Site or do anything which in the sole discretion of Jadence imposes an unreasonable or disproportionately large load on the Web Site infrastructure;
(ii) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation;
(iii) post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder;
(iv) post or transmit any Submission that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner, provides instructional information about illegal activities, including, without limitation, the making or buying of illegal weapons;
(v) post or submit any Submission which solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
(vi) post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses;
(vii) post or transmit junk mail, chain letters, unsolicited mass mailing or spam;
(viii) use the Web Site for commercial purposes, including, without limitation, posting, uploading or transmitting any Submissions which contain advertising or which engage in commercial activities and/or sales, or which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes;
(ix) impersonate another user, person, or entity, including any official or employee of Jadence; or
(x) interfere with the operation of Jadence's web servers or other computers or Internet or network connections.
By posting or uploading Submissions to the Web Site, you agree to and hereby grant, and you represent and warrant that you have the right to grant, Jadence a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (i) use, reproduce, store, adapt, translate, modify, make derivative works from, transmit, disclose, distribute, publicly perform or display such Submissions for any purpose; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights.
In addition to the grant of the above license, you hereby (i) consent to your username, as provided in Paragraph 7., appearing as the contributor of any Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in a Submission; (ii) acknowledge and agree that Jadence is not responsible for any loss, damage, or corruption that may occur to your Submissions; and (iii) acknowledge and agree that any Submissions you provide for display on the Web Site will be considered non-confidential.
Jadence may review Submissions before they are posted. Jadence may refuse to post any Submission to the Web Site. Jadence reserves the right, in its sole discretion, to edit or remove any Submission, whether or not the Submission is in violation of the provisions hereof or otherwise objectionable. You acknowledge and agree that Jadence may, in its sole discretion, monitor the Web Site periodically and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate the Web Site properly or to protect itself or other users of the Web Site. Any such disclosure shall be in accordance with Jadence's Privacy Policy.
Jadence is not responsible for the content of any Submission. Submissions represent the views and opinions of the person(s) posting the Submission and do not represent the views or opinions of Jadence. Under no circumstances shall Jadence be held liable for your exposure to informational content that you deem offensive, indecent or objectionable. Under no circumstances shall Jadence be held liable for any errors or omissions in any informational content transmitted by you.
While Jadence is under no obligation to investigate any complaint regarding any Submission, it may, in its sole discretion, investigate complaints and take any actions it deems appropriate in the circumstances, including, without limitation, removing the offending communication from the Web Site and terminating the submitting party's right to access and use the Web Site (or any portion thereof).
9. Indemnity. You agree to indemnify and hold Jadence, and its subsidiaries, affiliates, officers, members, managers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
10. Limits and modifications. Jadence may establish without notice limits on the use of its Web Site, including, but not limited to, the maximum number of times you may post to or participate in the on-line communities, or to the number of times you may access the Web Site. Jadence reserves the right to modify any and all portions of the Web Site without notice. Under no circumstances shall Jadence be liable to you or any other party for such limits or modifications.
11. Termination of User account. Jadence may at any time, without notice, in its sole discretion and without cause, terminate your right to access or use the Web Site, (or any portion thereof). Jadence may also terminate your right to access and use the Web Site, or any part of the Web Site, if you breach any term or condition of this Agreement.
12. Third party advertisers. Jadence may allow third party advertisers to advertise on the Web Site. Jadence takes no responsibility for your dealings with, including any on-line or other purchases from, any third party advertisers. Jadence shall not be liable for any loss or damage incurred by you in your dealings with third party advertisers.
13. Hyperlink policy. The Web Site contains hyperlinks to other Internet sites not under the editorial control of Jadence. These hyperlinks are not express or implied endorsements or approvals by Jadence of any products, services or information available from these sites.
14. Notice. Notices may be posted to the Web Site or e-mailed to you using the e-mail address you submitted during the registration process.
15. Waiver. Any consent by Jadence to, or waiver of, a breach of this Agreement which you have committed, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach.
16. Assignment. You may not assign or transfer this Agreement or any right or obligation hereunder.
17. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, it shall be severed and the remaining provisions shall remain in full force without being invalidated in any way.
18. Agency. This Agreement is not intended to create a partnership, joint venture, or agency relationship between the parties.
19. Entire Agreement. Except for any agreements with Jadence that expressly reference this Agreement, this is the entire agreement between you and Jadence relating to the matters contained herein.
20. Applicable Law. This Agreement shall be governed by the laws of the State of California. You agreee to submit to the personal and exclusive jurisdiction of the courts located within the county of Alameda in the State of California.
21. Violations. Please report any known or suspected violations of this Agreement, including any suspected copyright or trademark violations, to security@iqfuse.com.
