Terms of Use
1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE
1.1 YOU MUST READ THESE HYPERMEDIA SYSTEMS, INC. WEBSITE TERMS OF USE ("TERMS") CAREFULLY.
HYPERMEDIA SYSTEMS, INC. AND ITS AFFILIATES ("HMS") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES,
AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY
"YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN HMS AND YOU, AND YOU
ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER;
AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT
USE THIS WEBSITE.
1.2 This website ("Website") includes without limitation: (a) information such as technical,
contractual, product, program, pricing, marketing, and other valuable information ("Information");
and (b) content such as data, text, software, music, sound, photographs, graphics, video, messages,
or other materials ("Content"). HMS controls and operates its websites from various locations and
makes no representation that this Website is appropriate or available for use in all locations.
HMS products and services may not be available in Your location, and deliverables may vary among
locations. If You are using the Website on behalf of Your employer, You represent and warrant that
You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees
to indemnify You and HMS for violations of these Terms. In addition to the Terms and unless otherwise
noted, the standard HMS terms and conditions of sale in your jurisdiction govern purchases You make
through the Website, unless You have in effect a separate valid written purchase or license agreement
with HMS for that product or service, in which case that separate agreement governs, and in cases of
conflict, prevails.
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2. YOUR OBLIGATIONS AND CONDUCT
2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current,
and complete information about You as may be prompted by a registration form on the Website (the
"Registration Data"); (b) maintain the security of your password and identification; (c) maintain
and promptly update the Registration Data, and any information You provide to HMS, to keep it
accurate, current and complete; and (d) accept all risks of unauthorized access to information
and Registration Data. You have sole responsibility for adequate protection and backup of data
and/or equipment used in connection with the Website.
2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit
via the Website. You agree not to upload, post or otherwise transmit via the Website Content
that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive,
harassing, or otherwise objectionable to HMS or other users of the Website; (b) includes
unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual
property rights; or (d) contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or hardware
or telecommunications equipment. HMS reserves the right to edit or remove Content that violates
these Terms or that contains third-party commercial advertisements.
2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited
communications; (b) pretend to be HMS or someone else, or spoof HMS's or someone else's identity;
(c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise
the origin of any Content transmitted through the Services; (d) misrepresent your affiliation
with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner
that negatively affects other users' ability to use the Website; (f) engage in activities that
would violate any fiduciary relationship, any applicable local, state, national or international
law, or any regulations having the force of law, including but not limited to attempting to
compromise the security of any networked account or site, operating an illegal lottery or
gambling operation, stalking, or making threats of harm; or (g) collect or store personal data
about other users unless specifically authorized by such users.
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3. CONFIDENTIALITY OF HMS INFORMATION
3.1 You may obtain direct access via the Website to certain confidential information of
HMS and its suppliers, including without limitation technical, contractual, product, program,
pricing, marketing and other valuable information that should reasonably be understood as
confidential ("Confidential Information"). You must hold Confidential Information in strict
confidence. Title to Confidential Information remains with HMS and its suppliers.
3.2 Your obligations regarding Confidential Information expire five (5) years after the date
of disclosure. Upon termination of the Terms or HMS's written request, You must cease use of
Confidential Information and return or destroy it.
3.3 The Terms impose no obligation upon You with respect to Confidential Information that
You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt
from HMS, without an obligation to maintain its confidentiality; (b) is or becomes generally
known to the public through no act or omission by You, or otherwise without violation of
the Terms; (c) You obtained from a third party who had the right to disclose it, without
an obligation to keep such information confidential; (d) You independently developed without
the use of Confidential Information and without the participation of individuals who have
had access to it, or (e) in response to a valid order by a court or other governmental body,
as otherwise required by law, or as necessary to establish the rights of either party under
these Terms and as disclosed after prior notice to HMS adequate to afford HMS the opportunity
to object to the disclosure.
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4. CONTENT SUBMITTED TO HMS
4.1 HMS does not claim ownership of the Content You place on the Website and shall have
no obligation of any kind with respect to such Content. Unless otherwise stated herein, or
in HMS's Privacy Policy, any Content You provide in connection with this Website shall be
deemed to be provided on a nonconfidential basis. HMS shall be free to use or disseminate
such Content on an unrestricted basis for any purpose, and You grant HMS and all other users
of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce,
modify, distribute, transmit, display, perform, adapt, resell and publish such Content
(including in digital form). You represent and warrant that you have proper authorization
for the worldwide transfer and processing among HMS, its affiliates, and third-party providers
of any information that You may provide on the Website.
4.2 HMS does not routinely monitor Content, but HMS and its designees reserve the right to
monitor, restrict access to, edit or remove any Content that is available via the Website.
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5. DELIVERY OF E-MAIL
HMS will attempt to deliver all of the e-mail that is addressed to Your e-mail address
on HMS's Services. However, the nature of e-mail is such that HMS cannot guarantee delivery
of such e-mail.
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6. INDEMNITY
You agree to indemnify and hold HMS and its subsidiaries, affiliates, shareholders,
officers, directors, agents, licensors, suppliers, alliance members, other partners,
employees and representatives harmless from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of Your Content, Your use
of or connection to the Website (including any use by You on behalf of Your employer),
Your violation of the Terms, or Your violation of any rights of another.
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7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
HMS may provide notice to You via email, regular mail, or posting notices or links to
notices on the Website. HMS reserves the right at any time to modify, suspend or terminate
the Services (or any part thereof), and/or Your use of or access to them, with or without
notice. HMS may also delete, or bar access to or use of, all related Information and files.
HMS will not be liable to You or any third-party for any modification, suspension, or
termination of the Services, or loss of related information. HMS may amend these Terms at
any time by posting the amended terms on this Website.
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8. ADVERTISEMENTS AND PROMOTIONS
HMS runs advertisements and promotions from third parties on the Website. Your
correspondence or business dealings with, or participation in promotions of, advertisers
other than HMS found on or through the Website, including payment and delivery of related
goods or services, and any other terms, conditions, warranties or representations associated
with such dealings, are solely between You and such advertiser. HMS is not 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 non-HMS advertisers on the Website.
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9. CONTENT PROVIDED VIA LINKS
9.1 You may find links to other Internet sites or resources on the Website. You
acknowledge and agree that HMS is not responsible for the availability of such external
sites or resources, and does not endorse and is not responsible or liable for any content,
advertising, products, or other materials on or available from such sites or resources.
HMS will not be responsible or liable, directly or indirectly, for any actual or alleged
damage or loss caused by or in connection with use of or reliance on any such content,
goods or services available on or through any such site or resource.
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10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by HMS or by Content providers, You agree not to
reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download,
transmit, or create derivative works of the Content of others, in whole or in part, by
any means. You must not modify, decompile, or reverse engineer any software HMS discloses
to You, and You must not remove or modify any copyright or trademark notice, or other
notice of ownership.
10.2 "HMS Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans
and other designations HMS uses in connection with its products and services. You agree to
comply with the HMS Trademark and Logo Usage Requirements located at:
http://www.hypermediasystems.com/company/trademarks.html
You may not remove or alter any HMS Trademarks, or co-brand your own products or material
with HMS Trademarks, without HMS's prior written consent. You acknowledge HMS's rights in
HMS Trademarks and agree that any use of HMS Trademarks by You shall inure to HMS's sole
benefit. You agree not to incorporate any HMS Trademarks into Your trademarks, service marks,
company names, Internet addresses, domain names, or any other similar designations, for use
on or in connection with computer or Internet-related products, services or technologies.
10.3 Unless explicitly stated herein, nothing in these Terms shall be construed as
conferring any license to intellectual property rights, whether by estoppel, implication,
or otherwise. Permission is granted to display, copy, distribute and download Content owned
by HMS on this Website provided that: (a) the copyright notice pertaining to the Content
remains, and a permission notice (e.g., "Used with permission") is added to such Content;
(b) the use of such Content is solely for personal and non-commercial use; (c) such Content
will not be copied or posted on any networked computer or published in any medium, except
as explicitly permitted by valid permission or license covering such materials; and (d)
no modifications are made to such Content. This permission terminates automatically without
notice if You breach any of the terms or conditions in this Section 10.4. Upon termination,
You must immediately destroy any downloaded and/or printed Content.
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11. DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED.
THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2)
IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. HMS DISCLAIMS ALL EXPRESS
OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED
WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NONINFRINGEMENT. HMS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS
TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.
11.2 HMS MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR
EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER
VIRUSES.
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12. LIMITATION OF LIABILITY
12.1 TO THE FULL EXTENT PERMITTED BY LAW, HMS IS NOT LIABLE FOR ANY DIRECT, INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY
TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH
THE WEBSITE, EVEN IF HMS HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN,
THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN
TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF
OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED,
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION
UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL
BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY
DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF
DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY.
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13. HMS'S PRIVACY POLICY
You consent to the collection, processing and storage by HMS of Your personal information
in accordance with the terms of HMS's Privacy Policy, which is available at:
http://www.hypermediasystems.com/company/privacy.html
You agree to comply with all applicable laws and regulations, and the terms of HMS's Privacy
Policy, with respect to any access, use and/or submission by You of any personal information
in connection with this Website.
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14. GENERAL TERMS
14.1 The Terms constitute the entire agreement between You and HMS relating to their
subject matter, and cancel and supersede any prior versions of the Terms. No modification
to the Terms will be binding, unless in writing and signed by an authorized HMS representative.
You must not assign or otherwise transfer the Terms or any right granted hereunder. You
also may be subject to additional terms and conditions that may apply when You use HMS or
third-party products or services.
14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will
result in irreparable harm to HMS for which damages would be an inadequate remedy and,
therefore, in addition to its rights and remedies otherwise available at law, HMS will
be entitled to equitable relief, including both a preliminary and permanent injunction,
if such a breach occurs. You waive any requirement for the posting of a bond or other
security if HMS seeks such an injunction.
14.3 California law and controlling U.S. federal law govern any action related to the
Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the
United Nations Convention on Contracts for the International Sale of Goods will not apply
to any dispute under the Terms. You and HMS agree to submit to the personal and exclusive
jurisdiction of the courts located within the county of Los Angeles, California, U.S.A.
14.4 Services, Content, and product derived or obtained from this Website may be subject
to the U.S. export laws and the export or import laws of other countries. You agree to
comply strictly with all such laws and, in particular, shall: (a) obtain any export,
reexport, or import authorizations required by U.S. or your local laws; (b) not use Services,
Content, or direct product from this Website to design, develop or produce missile,
chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct
product from this Website to prohibited countries and entities identified in the U.S.
export regulations.
14.5 Rights and obligations under the Terms which by their nature should survive will
remain in full effect after termination or expiration of the Terms.
14.7 Any express waiver or failure to exercise promptly any right under the Terms will
not create a continuing waiver or any expectation of non-enforcement. If any provision
of the Terms is held invalid by any law or regulation of any government, or by any court
or arbitrator, the parties agree that such provision will be replaced with a new provision
that accomplishes the original business purpose, and the other provisions of the Terms
will remain in full force and effect.
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