PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THE VCE DEVELOPER PORTAL CAREFULLY. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE DEVELOPER PORTAL AND ALL CONTENT AND SERVICES OFFERED THROUGH THE PORTAL.
• Description of Services
• Rules and Regulations
• Privacy and Protection of Personal Data
• Limited License
• Compliance With Applicable Laws; Export Control Laws
• Trademarks
• General Disclaimer
• Disclosure; Forward-Looking Statements
• Cookies
• Products and Services Availability
• Links to Third Party Sites
• Acceptable Use
• Member Account, Password and Security
• Suggestions
• Copyright Policy/DMCA
1. Description of Developer Portal
VCE has created this Developer Portal to enable developers to create solutions around VCE’s Vblock™ systems and specifically its systems management framework, VCE Vision™ Intelligent Operations . Through this Developer Portal, VCE provides you with access to a variety of resources, including developer tools, download areas, communication forums and product information (collectively "Developer Portal"). The Developer Portal, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these terms and conditions.
2. Rules and Regulations.
The following rules and regulations apply to all visitors to or users of this Developer Portal. By accessing this Developer Portal, user acknowledges acceptance of these terms and conditions, as well as the VCE Privacy Policy and the VCE Developer Portal Conduct Guidelines, which are incorporated by reference into these Terms. [Need to provide a link to the Conduct Guidelines as well] VCE reserves the right to change these rules and regulations from time to time at its sole discretion. In the case of any violation of these rules and regulations or any applicable laws, VCE reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the VCE Developer Portal, both now and in the future.
3. Confidentiality and Privacy and Protection of Personal Data
a. Confidential Information means non-public information relating to financial, business, marketing, operations, scientific, technical, economic or engineering information, and other proprietary information of the party disclosing such information its affiliates, subsidiaries or parent (“Discloser”), (including all originals, copies, digests and summaries in any form); provided, however, Confidential Information does not include any specific information which: (i) is or becomes public other than by disclosure of the party receiving the Confidential Information (“Recipient”), (ii) is disclosed by the Discloser to anyone without similar restrictions on disclosure, (iii) is or becomes known to the Recipient without proprietary restrictions when, or subsequent to, disclosed by the Discloser, (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information, or (v) is disclosed by order of law. You shall: i) receive and maintain the Materials in confidence; and ii) use the same degree of care with respect to the Materials as you would employ to protect your own or your employer’s confidential and/or trade secret information from unauthorized use, duplication and/or disclosure, being, in any event, a high degree of care.
b. VCE takes data privacy very seriously. For more information, please see VCE’s Data Privacy policy here (http://www.vce.com/privacy ) relating to the collection and use of your personal information.
4. Limited License, Representations, Rights of Use.
a. VCE hereby authorizes you to download and use materials published by VCE on this Developer Portal solely for use by you for you or your employer (or if you are a VCE Partner, your customer's organization) in conjunction with any VCE product (including hardware and software licenses sold or otherwise distributed by VCE), any associated services, documentation or related information (“Materials”). No other use of the Materials is authorized. In consideration of this authorization, you agree that any copy of these Materials which you make shall retain all copyright and other proprietary notices in the same form and manner as on the original. Except as specified above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark or copyright of VCE or any third party.
b. VCE Products may contain software provided under one or more Open Source Licenses. Please refer to the license accompanying the VCE Products for the license(s) that are applicable for that Product.
c. Should you choose to download the Software Developer Kit (“SDK”) from this site, theSDK shall be subject to the click-to-accept EULA.
d. You shall remain copyright holder in any code or parts of code posted by you on the VCE Developer Portal, and such code or parts of code shall be governed by the terms of the BSD license v. 3.
e. By posting to the VCE Developer Portal you represent and warrant that you are the rightful copyright owner of your content or that you have a license from the content owner permitting you to post its content on the VCE Developer Portal and to grant the license provided in Section 4d to other VCE Developer Portal users with respect to such third party content. You retain all intellectual property rights you hold in any content submitted by you. By posting to the VCE Developer Portal, you hereby grant VCE a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to publish, display, excerpt (including for advertising or promotional purposes), and feature your posts on the VCE Developer Portal, vce.com or any other website owned or controlled by VCE and to exercise the license grant provided in Section 4d and grant sublicenses to VCE Developer Portal users with respect to content posted by you. You have no right to require that VCE remove or make corrections to the contributions made by you. You hereby grant to all other users of the VCE Developer Portal who have accepted these terms and conditions of use the Limited License provided in Section 4a herein to use content posted by you.
f. By posting on the VCE Developer Portal, you warrant that your article does not contain abusive, vulgar, libelous, or defamatory material or violate any intellectual property or other laws. You agree to indemnify VCE and hold VCE harmless from any loss, damage or expense that VCE may suffer due to a breach by you of any of the above warranties.
g. Except as otherwise provided in these Terms, the Materials and all content posted to the VCE Developer Portal shall be VCE Confidential Information, and may only be used, reproduced or otherwise disclosed as expressly provided in this Section 4.
5. Compliance With Applicable Laws; Export Control Laws.
User access to this Developer Portal is governed by all applicable federal, state and local laws. All information available on the Developer Portal is subject to U.S. export control laws and may also be subject to the laws of the country where you reside. All VCE products and publications are commercial in nature. Use duplication, or disclosure by the United States Government is subject to the restrictions set forth in DFARS 252.227-7015 and FAR 52.227-19.
6. Trademarks.
The trademarks, logos and service marks ("Marks") displayed on this VCE Developer Portal are the property of VCE, its parents or other third parties. VCE, VblockTM Systems, VCE VisionTM Intelligent Operations, VCETM Support, the VCE Logo and VCE Vision (collectively “VCE Marks”) are trademarks or registered trademarks of VCE and/or its affiliates. Other than references to VCE products on this VCE Developer Portal, users are not permitted to use the VCE Marks without the prior written consent of VCE .
7. General Disclaimer.
Although VCE has attempted to provide accurate information on the Developer Portal, VCE assumes no responsibility for the accuracy of the information. VCE may change the programs or products mentioned at any time without notice. Mention of non-VCE products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. ALL INFORMATION PROVIDED ON THIS DEVELOPER PORTAL IS PROVIDED "AS IS" WITH ALL FAULTS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. VCE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VCE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR ANY VCE PRODUCT, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF VCE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Disclosure; Forward-Looking Statements.
Some of the information on this Developer Portal may contain speculation, projections or other forward-looking statements regarding future events or the future
financial performance of the Company. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We refer you to the documents the Company files from time to time with the Securities and Exchange Commission, specifically, the Company's most recent Form 10-K, Form 10-Q, and Form 10-Q/A. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, dependence on new product development; rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with Internet infrastructure, volatility of stock price, financial risk management, and future growth subject to risks.
9. Cookies
A cookie is a small data file that certain Web sites write to your hard drive when you visit them. A cookie file can contain information such as a user ID that the site uses to track the pages you've visited, but the only personal information a cookie can contain is information you supply yourself. A cookie can't read data off your hard disk or read cookie files created by other sites. Some parts of this Developer Portal use cookies to track user traffic patterns. We do this in order to determine the usefulness of information provided to our users and to see how effective our navigational structure is in helping users reach that information. VCE does not correlate this information with data about individual users, nor does it share this information or sell it to any third party. If you prefer not to receive cookies on this Developer Portal, you can set your browser to warn you before accepting cookies and refuse the cookie when your browser alerts you to its presence. You can also refuse all cookies by turning them off in your browser. However, if you refuse cookies, you may not be able to use all the features of this Developer Portal.
10. Products and Services Availability.
Because international information is provided at this Developer Portal, not all products or programs mentioned will be available in your country. Please contact your local sales representative for information as to products and services available in your country.
11. Links to Third Party Sites.
This Developer Portal may contain links to third party sites, Access to any other Internet site linked to this Developer Portal is at the user's own risk and VCE is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. VCE provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
12. Acceptable Use.
Access to and use of password protected and/or secure areas of the Developer Portal are restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Developer Portal, or individuals/users attempting to access areas of the Developer Portal that they do not have rights of access to, may be subject to prosecution. You agree that you will not use the Developer Portal (a) in furtherance of or with intent to commit any fraudulent or other illegal activities, or otherwise in violation of any applicable law, regulation, legal agreement or VCE's published policies; or (b) in a manner that is abusive of VCE programs or other information on the Developer Portal. Furthermore, you may not use the Developer Portal in any manner that could damage, disable, overburden, or impair any VCE server, or the network(s) connected to any VCE server, or interfere with any other party's use and enjoyment of this Developer Portal. You may not attempt to gain unauthorized access to this Developer Portal, other accounts, computer systems or networks connected to any VCE server, through hacking, password mining or any other means.
13. Member Account, Password and Security.
Where you have created an account in the Developer Portal, you confirm that the profile information you have provided is truthful and accurate. If you provide information that is untrue, inaccurate, not current or incomplete, or VCE has reasonable grounds to suspect that you have, VCE has the right to suspend or terminate your account and refuse any and all current or future use of the Developer Portal and the Materials (or any portion thereof). You must keep your account password and information confidential and not share it with any other person. If you lose your password or become aware of access to your account other than by you, you agree to notify VCE immediately. If you become aware of or should reasonably know about use of your password or account by any person other than you, and if you do not notify VCE immediately of such use, you will be responsible for any and all liability incurred by VCE or any other user of this Developer Portal due to unauthorized use. If VCE believes that your account has been compromised, VCE may suspend or limit the use of your account, refuse to provide services,. In the event VCE reasonably believes that your actions affect other users or third parties, VCE may warn such other users or third parties, including law enforcement. VCE may also investigate any perceived misuse of your account, refer matters to law enforcement, and/or take other legal action.
14. Suggestions
You may, at your discretion, contribute to VCE, suggestions, comments and other feedback (“Suggestions”) regarding VCE’s information on this Developer Portal, or developed, created, discussed etc. through the use of this Developer Portal. You acknowledge that the provision of Suggestions is voluntary. You understand that should you choose to provide any Suggestions, all registered users of the Developer Portal, including VCE, shall be permittedto use the Suggestion, on a royalty-free, perpetual, irrevocable, non-exclusive and transferable basis. The Developer Portal is not intended for suggestions to VCE for the improvement of VCE products, services, marketing and distribution of VCE’s products and services, and VCE reserves the right to delete such suggestions from the Developer Portal.
15. Copyright Policy/DMCA.
You may not post, modify, distribute, or reproduce in any way copyrighted or other proprietary Materials without obtaining the prior written consent of the copyright owner of such Materials. VCE will remove material in breach of this term, and may terminate an account, deny access to a site or service, or terminate any user who is alleged to have infringed the copyright or proprietary rights of another. Without limiting the foregoing, if you believe that your copyright or other rights have been infringed, please provide our Designated Agent written notice with the following information:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other interes
• A description of the copyrighted work or other work that you claim has been infringed
• A description of where the material that you claim is infringing is located on our sites, networks or other repositories
• Your address, telephone number, and email address
• A written 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
• 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
Our Designated Agent for notice of claims of copyright infringement can be reached as follows:
Office of General Counsel
Attention: Deputy General Counsel, Intellectual Property
VCE Company, LLC
350 Campus Drive
Marlborough, MA 01752
Email: VCEDGCIP@vce.com
If the disputed Materials were posted by a third party identifiable through reasonable efforts, we will provide reasonable notice to the third party of the charge. If the third party responds with a valid counter-notification, we will provide you with a copy so that you may take any other steps you may consider appropriate.