Please read these Terms carefully before using the websites of VCE Company, LLC and its subsidiaries (collectively “VCE”). By accessing, browsing or using any VCE website, you acknowledge that you have read, understood and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use any VCE website. These Terms govern your use of the VCE websites, any content (including, but not limited to, text, data, information, software, products, graphics or photographs) that VCE may make available through the VCE websites (collectively, “Materials”) and any services that VCE may provide through the VCE websites (collectively, “Services”). The VCE websites, Materials and Services are referred to in these terms collectively as the “VCE Websites.”
VCE reserves the right to modify these Terms, or change or remove features of VCE Websites. You should periodically review these Terms for any changes. Your continued use of VCE Websites after the date of the modification shall be deemed acceptance of the modified Terms. Additional or different Terms, conditions and notices may apply to specific Materials or Services offered through the VCE Websites. In the event of any conflict, such additional or different terms, conditions and notices will prevail over these Terms.
These Terms, together with any additional terms that apply when using particular elements of the VCE Websites, constitute the entire and exclusive and final statement of the agreement between you and VCE with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and VCE with respect to such subject matter. These Terms and the relationship between you and VCE shall be governed by the laws of the Commonwealth of Massachusetts as applied to agreements made, entered into and performed entirely in Massachusetts by Massachusetts residents, not withstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the VCE Websites shall be brought in the federal or state courts located in Boston, Massachusetts, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of VCE to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of VCE and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. These Terms shall remain in full force and effect notwithstanding any termination of your use of the VCE Websites. These Terms will be interpreted without application of any strict construction in favor of or against you or VCE. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VCE without restriction.
A. Limited License
VCE hereby authorizes you to copy materials published by VCE on the VCE Websites solely for non-commercial use within your organization in support of VCE products. No other use of the information is authorized. In consideration of this authorization, you agree that any copy of these materials that you make shall retain all copyright and other proprietary notices in the same form and manner as on the original or if the original does not contain a copyright or other proprietary notice, you will include appropriate copyright and other proprietary notices in any copy that you make. 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.
ALL CONTENTS ON THIS SITE ARE PROTECTED BY COPYRIGHT. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE VCE WEBSITES MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM VCE. VISITORS OR USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THIS SITE FOR ANY PUBLIC OR COMMERCIAL PURPOSES.
B. Compliance with Applicable Laws; Export Control Laws
User access to the VCE Websites is governed by all applicable federal, state and local laws. You may not access, download, use or export any Materials, Services or any VCE Website in violation of any country’s export laws or regulations or any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of VCE in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, approvals for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the VCE Websites outside the U.S. Neither the Materials, the Services nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) into any country subject to U.S. trade sanctions, 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 anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
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.
VCE reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of subsidiaries of VCE will be collectively referred to as “VCE Marks.”
No employee or other representative of VCE is authorized to grant permission to use VCE Marks or to provide guidance in their use, unless licensed within a formal written agreement. Thus, any promise or other representation with respect to VCE Marks by a VCE employee in the absence of a formal written agreement cannot be relied upon. The VCE Marks are highly valued intellectual property, and therefore VCE will take the necessary steps to guard against dilution and the use of third-party marks which are confusingly similar to VCE Marks or which are likely to cause confusion with VCE Marks. If a formal written agreement licenses one or more of the VCE Marks, unless the agreement provides other authorization, the use will be in accordance with the guidelines posted at: http://www.vce.com/asset/documents/vce-trademark-usage-guidelines.pdf.
VCE does not object to the use of the VCE Marks (other than logos) to refer specifically to the products of VCE. However, a purely referential use or nominative fair use of the VCE Marks must be in plain text. Qualified legal counsel should be consulted in order to distinguish a referential use from an infringing use.
In the United States, registered VCE Marks should be designated by the symbol “®”, while unregistered VCE Marks should be identified by a “™” designation. The VCE Marks must be used as adjectives, rather than as nouns or verbs.
D. Products and Services Availability
Because international information is provided on the VCE Websites, not all products or programs mentioned may be available in your country. Please contact your local sales representative for information as to the products and services available in your country.
E. Links to Third Party Sites
Links on the VCE Websites to third-party websites are provided solely for your convenience. If you access those links, you will leave the VCE Websites. VCE does not endorse or make any representations about such third party websites, and VCE is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those websites. VCE does not control those websites, and VCE is not responsible for the contents of any third-party websites, any links contained in third-party websites or any changes or updates to third-party websites.
F. Acceptable Use
You agree that you will not use the VCE Websites (i) 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 (ii) in a manner that is abusive of VCE programs or other information on the VCE Websites.
Additionally, you agree not to:
- Use any VCE Website in any manner that could disable, overburden, damage, or impair such VCE Website or interfere with any other party's use of such VCE Website, including their ability to engage in real time activities through such VCE Website.
- Use any robot, spider or other automatic device, process or means to access any VCE Website for any purpose, including monitoring or copying any of the material on such VCE Website.
- Use any manual process to monitor or copy any of the material on a VCE Website or for any other unauthorized purpose without VCE’s prior written consent.
- Use any device, software or routine that interferes with the proper working of any VCE Website.
- Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of any VCE Website, the server on which any VCE Website is stored, or any server, computer or database connected to any VCE Website.
- Attack any VCE Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of any VCE Website.
You agree to indemnify, defend and hold harmless VCE, its parents, subsidiaries and other affiliated companies (and the respective officers, directors, employees or agents of any such entities) from and against any and all claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account, computer or software’s) use of the VCE Websites or your violation of these Terms. VCE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with VCE’s defense of such claim, and in no event may you agree to any settlement affecting VCE without VCE’s written consent.
H. Member Account, Password and Security
Access to and use of password protected and/or secure areas of the VCE Websites are restricted to authorized users only. Unauthorized individuals attempting to access these areas of the VCE Websites, or individuals/users attempting to access areas of the VCE Websites that they do not have rights of access to, may be subject to prosecution.
Where you have created an account in the VCE Websites, you confirm that the account information you have provided is truthful and accurate. 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 the VCE Websites due to unauthorized use. If VCE believes that your account has been compromised, VCE may require you to update your password.
Further, VCE may suspend or limit the use of your account, refuse to provide services, and/or place a hold on any transactions. 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.
I. Software License Agreement
Any software that you download is governed in accordance with (i) the license terms accompanying the file or (ii) if no license terms accompany the file, the terms of the license agreement that accompanied the original product licensed by you that you are updating or (iii) the license terms pursuant to this End User License Agreement, http://www.vce.com/asset/documents/noindex/end-user-license-agreement-global.pdf
J. 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. We 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 interest;
- 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; and
- 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:
VCE Company, LLC
350 Campus Drive
Marlborough, MA 01752
Attn: Office of the General Counsel
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.
K. Software License Notices
To the extent that VCE provides for the download of proprietary VCE software or open source software from VCE’s Websites (“Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either VCE or the third party licensor. Any use of the Software is subject to the terms of the applicable end-user or open source license agreement.
All evaluation Software is provided “AS IS” for evaluation and internal use only. You may not use evaluation Software for commercial, development or production purposes. In addition, evaluation Software may be time-disabled and may cease to operate after a period of time.
L. Warranty Disclaimers and Exclusion of Liability
Information on the VCE Websites is not promised or guaranteed to be correct, current or complete, and the VCE Websites may contain technical inaccuracies or typographical errors. VCE assumes no responsibility (and expressly disclaims responsibility) for updating the VCE Websites to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products or other matters described in the VCE Websites. VCE provides no assurances that any reported problems will be resolved by VCE, even if VCE elects to provide information with the goal of addressing a problem.
ALL MATERIALS AND SERVICES PROVIDED ON THE VCE WEBSITES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. VCE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VCE MAKES NO WARRANTY THAT THE VCE WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE VCE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
IN NO EVENT SHALL VCE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF VCE OR ITS SUPPLIERS HAVE BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM (A) YOUR ACCESS TO, OR USE OF OR INABILITY TO USE, ANY VCE WEBSITE OR ANY MATERIALS OR SERVICES, (B) YOUR RELIANCE UPON ANY OF THE CONTENT OR INFORMATION ON ANY VCE WEBSITE, OR (C) VCE’S TERMINATION OR SUSPENSION OF YOUR ACCOUNT(S) OR ACCESS TO ANY VCE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT VCE OR ITS SUPPLIERS MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE OF DURATION OF SUCH WARRATY AND THE EXTENT OF VCE’S LIABILITY SHALL BE THE MINIMAL PERMITTED UNDER SUCH APPLICABLE LAW.
M. Linking to VCE Websites
Linking to the VCE Websites (including an internal or subsidiary page of any website comprising a part of the VCE Websites) must be approved in writing by VCE, except a limited, revocable right to create a hyperlink to the website is granted under condition that the website on which the hyperlink resides:
- does not utilize content of a VCE Website
- does not utilize a VCE logo
- does not use framing of a VCE Website
- does not misrepresent an affiliation or other relationship with VCE
- does not misrepresent any possible endorsement by VCE
- does not contain content that could be construed as illegal, distasteful, offensive or controversial and
- is promptly modified to delete the hyperlink upon request by VCE.
All information VCE collects on VCE Websites is subject to our Privacy Statement (http://www.vce.com/privacy). By using a VCE Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Statement.