AGREEMENT BETWEEN USER AND NAMSA
The NAMSA Web Site is comprised of various Web pages operated by NAMSA.
The NAMSA Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the NAMSA Web Site constitutes your agreement to all such terms, conditions, and notices.
NAMSA reserves the right to change the terms, conditions, and notices under which the NAMSA Web Site is offered, including but not limited to the charges associated with the use of the NAMSA Web Site.
LINKS TO THIRD PARTY SITES
The NAMSA Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of NAMSA and NAMSA is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. NAMSA is not responsible for webcasting or any other form of transmission received from any Linked Site. NAMSA is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NAMSA of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the NAMSA Web Site, you warrant to NAMSA that you will not use the NAMSA Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the NAMSA Web Site in any manner which could damage, disable, overburden, or impair the NAMSA Web Site or interfere with any other party’s use and enjoyment of the NAMSA Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the NAMSA Web Sites.
NAMSA PROPRIETARY RIGHTS
The NAMSA Web Site, which may include all associated computer software (whether in source code, object code, or other form), databases, indexing, search, and retrieval methods and routines, HTML, active server pages, intranet pages, and similar materials and all intellectual property and other rights, title, and interest therein (including copyrights, trade secrets, and all rights in patents, compilations, inventions, improvements, modifications, extensions, enhancements, configurations, derivative works, discoveries, processes, methods, designs, and know-how (regardless of whether copyrightable or patentable)) pertaining to any of the foregoing (all of which shall be deemed part of NAMSA IP), whether conceived alone or in conjunction with others, constitute Confidential Information and valuable intellectual property, proprietary material, and trade secrets of NAMSA’s and NAMSA’s licensors and are protected by applicable intellectual property laws of the United States and other countries.
USERS PROPRIETARY RIGHTS
Users retains all rights, title and interest in and to any data, media, and content, in the form of documents or otherwise provided or uploaded by User to the NAMSA website (“Client Content”). User grants to NAMSA a non-exclusive, non-transferable right and license to copy, store, transmit and otherwise use the Customer Content during the term of use under this agreement.
CONFIDENTIALITY AND PRIVACY
In performance under this Agreement, each Party will have access to certain Confidential Information of the other Party or that the other Party is required to maintain as confidential pursuant to agreements with third parties. As used herein, “Confidential Information” means, with respect to either Party, all written or oral information disclosed to the other Party that relates to the business or operations of the disclosing Party and that is identified as confidential at the time of disclosure or that ought reasonable to be understood and treated as confidential, including, but not limited to, technical and non-technical data, marketing and promotional information, software programs and code (regardless of form or language), methods, techniques, strategies, processes, customer, employee and supplier information, trade secrets, distribution methods, pricing and financial data. Confidential Information shall not include information if and only to the extent the receiving Party establishes that the information: (a) is or has become part of the public domain through no act or omission of the receiving Party; (b) was already in the receiving Party’s lawful possession prior to disclosure hereunder, without obligation of confidentiality; (c) was rightfully communicated to the receiving Party, without obligations of confidentiality, by a third party not bound by confidentiality obligations with respect thereto; or (d) was independently developed by the receiving Party without use of the other Party’s Confidential Information.
RESTRICTIONS OF USE TO CONFIDENTIAL INFORMATION
Each Party shall use at least the same effort that it uses to protect its own confidential and proprietary information (but not less than reasonable care) to: (a) hold the Confidential Information of the other Party in confidence and protect such Confidential Information from disclosure to third parties; (b) use and reproduce the Confidential Information of the other Party only for the purposes described herein; (c) restrict access to the Confidential Information of the other Party to such of its Affiliates and their respective personnel, agents, and consultants as have a need for access and who are subject to legally binding obligations of confidentiality substantially similar to those set forth herein; and (d) upon termination or expiration of this Agreement or the request of the other Party, return or destroy all Confidential Information of the other Party then in its possession or control; provided that each Party may retain one (1) copy for archival purposes only.
DURATION OF OBLIGATIONS TO CONFIDENTIALTY
Each Party’s obligations with respect to Confidential Information set forth in this section shall continue in force and effect throughout the Agreement Term and: (a) with respect to Confidential Information that constitutes a trade secret under applicable law, for as long as, without breach hereof, such trade secret status is maintained; and (b) with respect to any other Confidential Information, for a period of five (5) years after the date of the last disclosure of Confidential Information between the Parties.
USE OF COMMUNICATION SERVICES
The NAMSA Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
NAMSA has no obligation to monitor the Communication Services. However, NAMSA reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. NAMSA reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
NAMSA reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NAMSA’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. NAMSA does not control or endorse the content, messages or information found in any Communication Service and, therefore, NAMSA specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized NAMSA spokespersons, and their views do not necessarily reflect those of NAMSA.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
USER PASSWORD AND SECURITY
Using the NAMSA Web Site and its related services requires the use of a user name and password. The confidentiality of the user name, password and account itself are the responsibility of the user. Any activities that occur under users’ accounts are their responsibility. You agree to notify NAMSA immediately of any unauthorized use of accounts or any other breach of security. The use of another person’s username and password is expressly prohibited.
You acknowledge that the use of username and password is an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your user name and password, (2) not allowing another person to use your username or password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing NAMSA in writing of any need to deactivate a username due to security concerns or otherwise.
NAMSA is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use NAMSA’s Web Site using your username or password. You shall immediately notify NAMSA of any unauthorized use of your username or password and any breach of confidentiality. Until NAMSA receives this notification from you, you will be held liable for any harm ensuing from the use of your username on NAMSA’s Web Site.
MATERIALS PROVIDED TO NAMSA OR POSTED AT ANY NAMSA WEB SITE
NAMSA does not claim ownership of the materials you provide to NAMSA (including feedback and suggestions) or post, upload, input or submit to any NAMSA Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting NAMSA, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. NAMSA is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in NAMSA’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE NAMSA WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NAMSA AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE NAMSA WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE NAMSA WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
NAMSA AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE NAMSA WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. NAMSA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SERVICE CONTACT: firstname.lastname@example.org
NAMSA reserves the right, in its sole discretion, to terminate your access to the NAMSA Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the NAMSA Web Site. Use of the NAMSA Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NAMSA as a result of this agreement or use of the NAMSA Web Site. NAMSA’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of NAMSA’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the NAMSA Web Site or information provided to or gathered by NAMSA with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and NAMSA with respect to the NAMSA Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and NAMSA with respect to the NAMSA Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the NAMSA Web Site are: Copyright 2015 North American Science Associates Inc. and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c) (2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.