WEB SITE SERVICE AGREEMENT/
By using or accessing the Services and/or the Sites, you agree to be bound by these Terms. YOU ARE ENCOURAGED TO READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT SUBSCRIBE OR REGISTER, AND DO NOT ACCESS OR USE THE SITES, THE SOFTWARE, OR THE SERVICES.
Your use or participation in certain Services may be subject to additional terms, which may be presented to you for acceptance when you sign up to use the Services or may otherwise be included in the Site. Such additional terms will be considered part of these Terms.
If your organization has signed a written agreement with Terra Dotta, then such written agreement will take precedence in the event of any conflict with these Terms.
Modifications to Agreement
Terra Dotta reserves the right, in its sole discretion, to modify these Terms at any time. A copy of these Terms may be downloaded, stored or printed. Your continued use of the Sites and Services following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to or cannot comply with these Terms as amended, your only remedy is to stop using the Sites and Services.
The Terms are provided in English. If a translation is provided, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Terra Dotta.
Updates to Sites and Services
Terra Dotta regularly changes and enhances its Sites and Services, and may in its discretion discontinue any Site or Service, or any aspect or feature of the Sites and/or Services including, but not limited to, content, hours of availability, and equipment needed for access or use.
In order to use certain Services you must provide Terra Dotta with accurate, current and complete registration information and update such information as necessary. Should Terra Dotta have reasonable grounds to suspect that your information is inaccurate or incomplete, Terra Dotta may suspend or terminate your right to use any and all aspects of the Services.
Upon registering you will create a username and password, which you will need to access certain features of the Services. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur on the Sites and Services under your username and password. You agree to immediately notify Terra Dotta of any unauthorized use of your username or password, or any other breach of security, and to ensure that you logout at the end of each Services session. Terra Dotta cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Restrictions on Use of Software and Services
You agree not to:
(a) sublicense, sell, rent, lease, transfer or exploit any right in any portion of the Software or Services;
(b) reproduce, modify, publish, publicly display, distribute, adapt, translate, or create derivative works of the Software or Services;
(c) sell information associated with the Services;
(d) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with the Software and/or Services;
(e) damage, disable, overburden, interfere with, disrupt or impair the Services or servers or networks connected to the Services, in any manner;
(f) interfere with any other party's use and enjoyment of the Services in any manner;
(g) violate any applicable local, state, national or international law; or
(h) impersonate any person or entity or misrepresent your affiliation with a person or entity;
You also agree not to use the Sites or Services to upload, post, transmit or otherwise disseminate materials, articles, or other data:
(i) that you are restricted from transmitting under any law or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as a part of employment relationships or under non-disclosure agreements);
(j) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(k) that is unlawful, harmful, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, pornographic, abusive threatening or otherwise objectionable; or
(l) that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer service or hardware or article
To access and use the Sites and Services you must have equipment necessary to access the Internet, including a computer and modem or other access devices, and must have access to the Internet (e.g., through an Internet Service Provider). You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses to connect to or use the Internet.
Promotions and Advertising
Terra Dotta and/or its business partners may present advertisements or promotional materials on or through the Sites or Services. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers are solely between you and such third-party. You agree that Terra Dotta shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Sites and/or Services.
Links to Third-Party Sites
The Sites and/or Services may present links to third-party websites not owned or operated by Terra Dotta. Terra Dotta does not control such other web sites and is not responsible or liable for the availability thereof or the content, advertising, products or other materials contained on such web sites. You agree that Terra Dotta is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site. Your access and use of linked web sites, including the content therein, is solely at your own risk.
Monitoring Public Areas
The Sites and/or Services may have features that allow you to exchange messages with other users or post information that other users can view (via "Public Areas"). The text of any such message is also considered to be a Public Area. Terra Dotta may, but is not obliged to, restrict your use of messaging, monitor any activity or edit or remove content in Public Areas, or restrict access by other members to your messages. Terra Dotta takes no responsibility and assumes no liability for any content, materials, messages and the like that you or any other user posts to or views in a Public Area or sends to or receives from another user over email or an instant messenger system. You agree to indemnify and hold harmless Terra Dotta, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area, including by sending via email.
You may use the Sites and Services solely for lawful purposes. You may not use the Sites or Services to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Sites or Services or any networks connected to or by the Sites or Services. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. You agree that Terra Dotta may copy, sublicense, adapt, transmit, publicly perform or display any content you supply in connection with the Services to provide and/or promote the Services and/or to respond to any legal requirement, claim or threat. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Services is solely your responsibility.
You agree that Terra Dotta and its licensors own all intellectual property rights in and to the Services, the Software, and the Sites, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party for such third party’s benefit.
Use of Software may be governed by the terms of an end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.
The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Sites and Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Terra Dotta does not claim ownership of the materials you post, upload, input or submit to any Services ("Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") a Submission, you grant Terra Dotta, its affiliated companies and necessary sublicensees permission to use such Submission in connection with the Sites and Services and marketing thereof, including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Submissions; to publish your name in connection with Submissions; and the right to sublicense such rights to any supplier of the Sites and Services.
No compensation will be paid with respect to the use of your Submission, as provided herein. Terra Dotta is under no obligation to post or use any Submission you may provide and Terra Dotta may remove any Submission at any time in its sole discretion. By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to the Submission as described in these Terms including, without limitation, all the rights necessary for you to Post the Submission.
In addition you represent and warrant that each person depicted in any Submission, if any, has provided consent to the use of the Submission as set forth in these Terms, including, without limitation, the distribution, public display and reproduction of such Submission.
All content on the Sites and in the Services (“Content”), excluding user Submissions, is owned by Terra Dotta, its business partners, affiliates and/or licensors, as applicable, and is protected by intellectual property laws. You agree that the content rights holders that license their information or other content to Terra Dotta for use in the Sites and Services are intended third-party beneficiaries under these Terms with the right to enforce the provisions that directly concern their content. You may not authorize, encourage or allow any Content used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Terra Dotta promptly of any such unauthorized use(s).
Patent and Trademark
Unless stated otherwise on the Site, all trademarks, service marks, trade names, slogans, logos, and other brands that appear on or in connection with the Sites and Services are the property of Terra Dotta and its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. Certain parts of the Services may be protected under patent law and may be the subject of issued patents and/or pending patent applications.
If you believe that any Content on the Sites constitutes copyright infringement, please notify Terra Dotta immediately of the infringing Content and provide the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Sites;
- Your address, telephone number, and email address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Your notice of claim of copyright infringement can also be sent by directing an email to email@example.com or letter to the following designated copyright agent:
Terra Dotta, LLC
1330 Environ Way
Chapel Hill, NC 27517
Upon receipt of a proper notice of claimed infringement, Terra Dotta will respond expeditiously to remove, or disable access to, the Content claimed to be infringing and will follow the procedures specified in the Digital Millennium Copyright Act to resolve the claim between the notifying party and the alleged infringer who provided the Content at issue.
You agree that any unauthorized use of the Services or the Software would result in irreparable injury to Terra Dotta and/or its affiliates or licensors for which money damages would be inadequate, and in such event Terra Dotta, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in these Terms shall be construed to limit remedies available pursuant to statutory or other claims that Terra Dotta, its affiliates and/or licensors may have under separate legal authority.
Terra Dotta may in its sole discretion terminate these Terms or suspend your account at any time with or without notice to you in the event that you breach (or Terra Dotta reasonably suspects that you have breached) any provision of these Terms. If Terra Dotta terminates these Terms, or suspends your account as stated herein, it shall have no liability or responsibility to you, and Terra Dotta will not refund any amounts that you have previously paid. All provisions relating to proprietary rights, warranty disclaimers, payments due, and liability shall survive the termination of these Terms.
TERRA DOTTA, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS AND AGENTS (THE “TERRA DOTTA PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THIS SERVICES AND SITES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICES AND SITES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. THE TERRA DOTTA PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND SITES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) THE TERRA DOTTA PARTIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR SITES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY OR OTHERWISE. THE TERRA DOTTA PARTIES DO NOT WARRANT THAT THE SERVICES AND SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES AND SITE WILL BE UNINTERUPTED AND ERROR FREE.
(C) YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES AND SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THIS SERVICES AND SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE TERRA DOTTA PARTIES.
(d) Terra Dotta does not warrant that the Sites, Software or Services will operate without interruption or be error-free. You are solely responsible for the accuracy and adequacy of the information and data furnished for processing with the Sites, Services and Software.
TERRA DOTTA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT, SITES AND SERVICS ARE FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE TERRA DOTTA PARTIES BE LIABLE TO YOU OR A THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE SERVICES AND SITE, EVEN IF TERRA DOTTA’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TERRA DOTTA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO REGISTER AND / OR SUBSCRIBE FOR THE SERVICES AND SITES OVER THE 6 MONTHS PRIOR TO THE EVENT AT ISSUE.
You agree to indemnify, defend and hold harmless Terra Dotta and its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors and employees from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (i) use of the Services and Sites, including without limitation, your inclusion of any Content on the Services or Sites, (ii) violation of these Terms or (iii) violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Terra Dotta in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.
These Terms constitutes the entire agreement between you and us with respect to the Services and Sites and supersedes and replaces all prior agreements. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
The internal laws of the State of North Carolina govern these Terms and your use of the Services, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. You expressly agree that the courts in Durham or Raleigh, North Carolina have exclusive jurisdiction over any claim or dispute with Terra Dotta or relating in any way to these Terms or your account or your use of the Services. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in Durham and Raleigh, North Carolina in connection with any such dispute.
The failure by us to exercise rights granted to us hereunder upon the occurrence of any violations set forth in these Terms shall not constitute a waiver of such rights upon the recurrence of such violation.
If you have any questions or concerns about the Services and Sites, contact us at firstname.lastname@example.org. You understand and agree that Terra Dotta is solely responsible for all customer service, help, and issues related to the Services and Site. Neither your ISP nor any third-party that has provided content or paid for your subscription is responsible for customer service, help, or account-related issues associated with the Services.
If you have comments on the Services or ideas on how to improve it, please email email@example.com Please note that by doing so, you grant Terra Dotta permission to use and incorporate your ideas or comments into the Services without further compensation.
You shall have no right to assign these Terms or any of your obligations hereunder. Terra Dotta may assign these Terms and any of its rights hereunder to third parties.
These Terms do not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever. There are no intended third-party beneficiaries under these Terms.
Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
© Copyright 2016 Terra Dotta, LLC All rights reserved.