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Terms of Service
IMPORTANT: BY CHECKING THE "I AGREE" BUTTON BELOW AND/OR ACCESSING THIS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, PLEASE CHECK THE "I DISAGREE" BUTTON BELOW. THE REGISTRATION PROCESS WILL END AND YOU WILL NOT BE GIVEN ACCESS TO USE THE SERVICE.
1. Description of Service
The Sankaty Group, Inc. ("SGI"), hosts this website (the "Site") on its dsource.org open source development environment (the "Software"). The Software and all information, communications, documentation, scripting, images, graphics and other materials and services found on the Site (collectively, the "Service") is for the use of registered developers, employees and other authorized users of the Site, but only for the purpose of collaborative software development.
2. Grant of License to Use
Subject to the terms and conditions set forth in these Terms of Service ("TOS"), SGI and its affiliates and content suppliers (collectively, "Site Providers") grant user ("You") an individual, personal, non-exclusive, non-transferable, and revocable license (the "License") to use the Service offered through the Site, including the Software. Upon termination of these TOS for any reason, the License will terminate, and You will cease to have access to the Service. Any rights not expressly granted herein by Site Providers are reserved.
You acknowledge and agree that You will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the underlying source code of the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) rent, lease, distribute, sell, resell or assign, or otherwise transfer rights to the Software; or (iv) remove any proprietary notices in the Software.
You acknowledge and agree that the Software includes the valuable proprietary and trade secret information and property of SGI or its licensors. Title, ownership rights and intellectual property rights, including but not limited to, copyright and patent rights in the Software shall remain in SGI and/or its licensors. You acknowledge the ownership and intellectual property rights of SGI and will not take any action to jeopardize, limit or interfere in any manner with SGI's or its licensors' ownership of or rights with respect to the Software. The Software is protected by copyright law and other intellectual property laws and by international treaties.
3. Other Licenses
This Site may contain other license(s) applicable to content on this Site ("Other License(s)"). You agree to abide by the terms of any such Other License(s). In the event of any conflict between certain provisions of the Other License(s) and the TOS, the applicable provisions of the Other License(s) shall prevail.
4. Prohibited Conduct
You may only use the Site and the Service offered through the Site in accordance with Site Providers' use policy ("Use Policy"), as set forth in this Section 4. You are responsible for the content of any comments, information, questions, data, computer code or programs, feedback, ideas, descriptions of processes or other information submitted through the Site by You. You may only submit to the Site content that is (i) owned by You, (ii) submitted with the express permission of the owner, or (iii) in the public domain. In addition, all material posted to the Site by You must be relevant to the specified software development project and must be in good taste as determined by common sense and the most restrictive community standards. The Site may not be used to:
- upload, post or otherwise transmit any data or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, any Site Providers' official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- upload, post or otherwise transmit any content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post or otherwise transmit any content that violates any law or violates the personal, proprietary, or intellectual property rights or other rights of any third party;
- upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post or otherwise transmit any material that 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;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- "stalk" or otherwise harass another;
- collect or store personal data about other users; or
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual. This may include, but is not limited to, providing instructions on how to assemble bombs and other weapons.
Site Providers do not prescreen content that is posted to the Site; however, Site Providers reserve the right to remove any content that fails to meet the foregoing Use Policy and to revoke your account. Site Providers further reserve the right to investigate complaints or reported violations of this Use Policy, and to take any appropriate action, including, without limitation, reporting and providing information of any suspected unlawful activity to law enforcement officials, regulators, or other third parties, including disclosing any information necessary or appropriate to such person or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
To comment on this Use Policy or to report material or conduct that You believe is inappropriate, please contact firstname.lastname@example.org.
5. Compliance with Laws
You agree to comply with all applicable laws and regulations of the United States and foreign authorities, including, without limitation, laws regarding the transmission of technical data, such as encryption, exported from the United States or from the country in which You reside. You agree not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country subject to United States trade sanctions applicable to the Software or Service, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the U.S. Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the U.S. Department of Commerce, Bureau of Export Administration Denied Persons List or Entity List. By using the Service, You agree to the foregoing and represent and warrant that you comply with these conditions.
6. Registration Data and Privacy
Registration is required for you to use the Service. You must provide certain current, complete, and accurate information about yourself as prompted to do so by the registration form ("Registration Data"), and maintain and update such registration information as required to keep such information current, complete and accurate. You warrant that the Registration Data is accurate and current, and that You are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, not current or incomplete, Site Providers retain the right, in their sole discretion, to suspend or terminate your rights to use the Service. The Registration Data that You provide is subject to SGI's Privacy Statement.
7. Passwords and Security
At the time of registration, You must provide Site Providers with your full first and last name, the name of your organization, if any, your username and your valid e-mail address. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify SGI of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that You exit from your account at the end of each session. Site Providers cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 7.
SGI and the SGI logo are trademarks or registered trademarks of The Sankaty Group, Inc. (the "SGI Marks") in the United States and other countries. You agree not to display or use the SGI Marks in any manner without SGI's prior written permission.
9. Notice and Procedure for Making Claims of Copyright Infringement
Site Providers are committed to respecting the intellectual property rights of others, and we ask You do the same. Site Providers may, in their sole discretion, terminate the accounts or access rights of users who violate the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement on our Site, please deliver the following information to Site Providers' Copyright Agent:
- An electronic or physical signature of the person authorized to act on behalf of the copyright owner;
- 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 Site;
- Your address, telephone number and e-mail address so that we can contact you;
- 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 information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Site Providers' copyright agent for notice of claims of copyright infringement can be reached as follows:
|By mail:||By email:|
|The Sankaty Group, Inc.||email@example.com|
|2314 Walnut Bend Ln.|
|Houston, TX 77042|
10. Links to Other Websites
The Site may provide links to other websites (collectively, "Third Party Website(s)"). Site Providers are not responsible for the availability of such other Third Party Websites and do not endorse and are not responsible or liable for any content, products or other materials available on such Third Party Websites. Links to Third Party Websites do not constitute an endorsement by Site Providers of such Third Party Websites or the sponsors of such Third Party Websites or the content, products, advertising or other materials presented on such Third Party Websites. Site Providers do not author, edit, or monitor these unofficial links and reserve the right to terminate any such link at any time. You acknowledge and agree that Site Providers shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, goods or services available on or through any such Third Party Website. If You decide to access any of the Third Party Websites linked to the Site, You do so entirely at your own risk.
11. U.S. Government Restricted Rights
The Software, including any related documentation, is provided with restricted rights for U.S. Government users. Use, reproduction, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 12.212 (Commercial Computer Software) and DFAR 227.7202 (Rights in Computer Software and Computer Software Documentation), as applicable.
12. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FROM SITE PROVIDERS. SITE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARDS TO THE SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SITE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE SERVICE AVAILABLE AT THE SITE. WITHOUT LIMITING THE FOREGOING, SITE PROVIDERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) THE CONTENT OR INFORMATION AVAILABLE ON THE SITE IS COMPLETE, ACCURATE OR AVAILABLE.
NO ADVICE OR INFORMATION OBTAINED BY YOU FROM SITE PROVIDERS OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
13. Limitation of Liability
SITE PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SITE PROVIDERS IN CONNECTION WITH THE SERVICE IS TO CEASE YOUR USE OF THE SERVICE.
14. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
You shall indemnify, defend, and hold harmless Site Providers and their respective shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur as a result of your use of the Service.
You agree that Site Providers may, at their sole discretion, deny You access to the Site and disable any user name and password associated with You for any reason, including, without limitation, if Site Providers believe that You have violated or acted inconsistently with the terms and conditions of the TOS. Site Providers reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service offered through the Site (or any part thereof) with or without notice. You agree that Site Providers shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.
Notices to You may be made via e-mail. Site Providers may also provide notices to You by displaying notices or links to notices on the Site.
18. General Provisions
- Governing Law, Jurisdiction and Venue - The Site (excluding any linked Third Party Sites) is controlled by SGI from its offices within the State of Texas, United States of America. The parties agree that the laws of the State of Texas, without regard to the conflicts of laws principles thereof, shall govern all matters relating to access to, or use of, the Site and the Service available through the Site. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. The parties agree that any action brought by the parties to enforce or interpret any provision of the TOS shall be brought exclusively in an appropriate state court in Harris County or in the United States District Court for the Southern District of Texas in Houston. The parties hereby consent to such jurisdiction and waive any objection to such venue. Site Providers make no representation that the Site is appropriate or available for use in other locations, and accessing the Site from territories where its contents are illegal is prohibited. Those who choose to access the Site from other locations do so upon their own initiative and are responsible for compliance with local laws.
- Force Majeure - Except with regard to the payment of money, no party shall be responsible for any delays caused by acts of God or any other cause beyond its reasonable control, including but not limited to such things as strikes, riots, acts of war or terrorism, restricting legislation, embargo, blockage, work stoppage, major outage of a public communications carrier, etc. Any delay caused by one party hereto which affects any other party's ability to perform according to the terms of the TOS shall extend the non-delaying party's obligation to perform by the same number of days by which the delaying party delayed in performing its obligations.
- Severability / Waiver - Each provision of the TOS is severable; if any provision is declared void, illegal, or unenforceable, such provision shall be modified by the appropriate judicial body to the minimum extent necessary to render it valid, legal, and enforceable while effectuating insofar as possible the basic purposes of such provision. The remaining provisions shall remain in full force and effect. No delay, omission, or failure to exercise any right or remedy provided for in the TOS shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy (but every such right or remedy may be exercised as the party exercising such right or remedy deems expedient).
- Entire Agreement / Survival - The TOS constitute the entire agreement between Site Providers, on the one hand, and You, on the other, with respect to use of the Service and supersedes all prior agreements or previous discussions (written or oral) between the parties. The TOS have been written in the English language and, in the event of any conflict or inconsistency between the English-language version and any translation hereof, the English language version shall prevail. The TOS may be modified by Site Providers by giving You the opportunity to electronically review and agree to the new TOS. Site Providers also will post the new TOS on the Site in the same location the previous TOS was posted. Any provision in the TOS that may reasonably be interpreted as being intended by the parties to survive the termination or expiration of the TOS shall survive any such termination or expiration.
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