OpenSourceCM Terms and Conditions
IMPORTANT: BY CLICKING THE "I AGREE" BUTTON OR BY LOGGING INTO OPENSOURCECM YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS
This is a legal agreement between You and OpenSource, Inc. ("OpenSource"), for use of the OpenSourceC application ("OpenSourceCM"). "You" refers to the individual who uses an OpenSourceCM user ID and password to access OpenSourceCM or, if OpenSourceCM is used on behalf of an entity by an individual authorized to use OpenSourceCM on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, click the "Cancel" button and do not use OpenSourceCM.
Any software associated with OpenSourceCM is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. OPENSOURCECM. OpenSourceCM is the web-based legal documents analysis and management application offered by OpenSource
and accessible through this login, as the same may be modified by OpenSource from time to time. Subject to the terms and conditions
of this Agreement, OpenSource hereby grants you a nonexclusive, non-sublicensable and nontransferable license for you to remotely
access OpenSourceCM via the Internet and use OpenSourceCM solely in connection with Company's internal business needs.
2. USE OF OPENSOURCECM. Your use of OpenSourceCM is governed by this Agreement if you are a trial user, and by this Agreement in
conjunction with the Application Software Provider Agreement in place between your employer and OpenSource, if and at such time as
the latter exists. You agree to comply at all times with applicable laws and regulations governing your use of OpenSourceCM.
3. RESPONSIBILITY FOR CONTENT. You agree that You are solely responsible for the content uploaded under Your user name and
password. You agree that Your user name and password will not be used to send unsolicited commercial e-mail outside Your company
or organization in violation of applicable law. You further agree not to use OpenSourceCM to communicate any message or material
that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise
unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under
any applicable law or regulation. Although OpenSource is not responsible for any such communications, OpenSource may delete any
such communications of which OpenSource becomes aware, at any time without notice to You.
4. NO COMMERCIAL USE. You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use
to operate a Web-site or otherwise generate income from OpenSourceCM.
5. PROPRIETARY RIGHTS. OpenSource and/or its suppliers, as applicable, retain ownership of all proprietary rights in OpenSourceCM and
in all trade names, trademarks and service marks associated or displayed with OpenSourceCM. You do not acquire any rights, express
or implied, in OpenSourceCM other than as specified in this Agreement or in the applicable Application Service Provider Agreement, if
any. You will not remove, deface or obscure any of OpenSource's or its suppliers' copyright or trademark notices and/or legends or
other proprietary notices on, incorporated therein, or associated with OpenSourceCM.
6. EXPORT RESTRICTIONS. You acknowledge that OpenSourceCM, or portion thereof may be subject to the export control laws of the
United States. You will not export, re-export, divert, transfer or disclose any portion of OpenSourceCM or any related technical
information or materials, directly or indirectly, in violation of any applicable export law or regulation.
7. INJUNCTIVE RELIEF. You acknowledge that any use of OpenSourceCM contrary to this Agreement, or any transfer, sublicensing, copying
or disclosure of technical information, intellectual property or materials related to OpenSourceCM, may cause irreparable injury to
OpenSource, its affiliates, suppliers and any other party authorized by OpenSource to resell, distribute, or promote OpenSourceCM
("Resellers"), and under such circumstances OpenSource, its affiliates, suppliers and Resellers will be entitled to equitable relief,
without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
8. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT OPENSOURCECM IS PROVIDED "AS IS" AND OPENSOURCE, ITS AFFILIATES,
SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
OPENSOURCE, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF OPENSOURCECM, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH OPENSOURCECM, REGARDING ANY GOODS PURCHASED OR OBTAINED THROUGH OPENSOURCECM,
REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH OPENSOURCECM OR THAT OPENSOURCECM WILL MEET ANY USER'S
REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF OPENSOURCECM IS AT YOUR SOLE RISK. ANY
MATERIAL AND/OR DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OPENSOURCECM IS AT
YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF
OPENSOURCECM. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF OPENSOURCECM REMAINS WITH YOU. WITHOUT
LIMITING THE FOREGOING, OPENSOURCE DOES NOT WARRANTY THAT OPENSOURCECM OR ACCESS TO THE OPENSOURCE SYSTEM
WILL BE UNINTERRUPED, SECURE, COMPLETE OR ERROR-FREE. You agree to indemnify, defend and hold harmless OpenSource, its
affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability,
damages and/or costs (including, but not limited to, attorneys fees arising from Your use of OpenSourceCM Your violation of this
Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any
person or entity. Without limiting the foregoing, OpenSourceCM is not designed or licensed for use in hazardous environments
requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, OpenSource, its affiliates,
suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPENSOURCE OR ITS
AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF
OR INABILITY TO USE OPENSOURCECM OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT BY
OPENSOURCECM, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF
OPENSOURCE, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
CASE, OPENSOURCE'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE
REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID
BY YOU FOR OPENSOURCECM IN THE APPLICABLE YEAR (IF ANY). Because some states and jurisdictions do not allow the exclusion
or limitation of liability, the above limitation may not apply to You.
a. Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A.,
exclusive of its choice of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in and
serving Santa Clara County, California.
b. Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will
not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by
a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as
possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
c. General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject
matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such
subject matter. OpenSource may change the terms of this Agreement at any time by posting modified terms on its website and
any such changes will become effective and applicable to you upon posting. This Agreement has been prepared in the English
Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for
All notices or other correspondence to OpenSource under this Agreement must be sent to firstname.lastname@example.org, or other
address as provided by OpenSource for such purpose. Any and all rights and remedies of OpenSource upon Your breach or other
default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this
Agreement or by law or equity on OpenSource, and the exercise of any one remedy will not preclude the exercise of any other.
The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this