Last Updated on September 13, 2010
Changes to Terms. Particle Code may add to, change or remove any part, term or condition of these Terms, and any Content (as defined below), including, without limitation, software or other product and service descriptions and pricing, at any time without prior notice to you. It is your responsibility to check these Terms periodically for changes. By continuing to use access the Site, you are indicating your acceptance of such changes. We will notify you of significant changes to these Terms by changing the “Last Updated” date above.
Use of Site. Subject to your compliance with these Terms, Particle Code hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the information, text, images, graphics, user and visual interfaces, applications, software, documents, and other materials (collectively, the “Content“) displayed on the Site, solely for your personal internal business use, on condition that such use is solely in accordance with the purposes for which Particle Code makes the Site and Content available. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth above. You may not remove any copyright or other proprietary notices from any Content. If you breach any of these Terms, your authorization to use the Site and Content automatically terminates without notice to you, and you must immediately destroy any copies of the Content in your possession.
Separate Software License Terms. These Terms are only intended to apply to the Site and Content; your use of any software or other products and services made available or otherwise provided by Particle Code are governed by the applicable software license agreements, or other terms and conditions applicable to such software or other products and services, as notified to you by Particle Code.
Prohibitions. You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Content, or any other systems or networks connected to the Site, or to any server of Particle Code or its thirty party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site, or with any other person’s use of the Site; (d) breach any security measures implemented on the Site; (e) track or seek to trace any information on any other person who visits the Site; (f) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (g) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any Particle Code proprietary software used to provide, maintain, or otherwise applicable to, the Site or Content, or otherwise made available to you in connection with the Site or Content.
Indemnification. You hereby agree to defend, indemnify, and hold each of the Particle Code Parties (as defined below) harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of these Terms, or otherwise arising from your use or misuse of the Site or Content.
Proprietary Rights. You hereby acknowledge and agree that Particle Code or its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights (including, without limitation, all patent rights, copyright rights, trademark rights, and trade secret rights) which subsist in the Site and Content (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Particle Code, all Content, together with the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and Content, and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site and in the Content, are all owned by Particle Code or its licensors. Nothing in these Terms gives you any right to use any of Particle Code’s trade names, trade marks, service marks, logos, domain names, or other distinctive brand features. All rights not expressly granted by Particle Code under these Terms are reserved. There are no implied rights.
Feedback. If you send or transmit any communications, comments, questions, suggestions, or related materials to Particle Code, whether by letter, e-mail, telephone, or otherwise (“Feedback“), suggesting or recommending changes to our Site, Content, software or other products and services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Particle Code is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, software or other products and services using such Feedback. You understand and agree that Particle Code is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Disclaimer of Warranties. THE SITE AND CONTENT ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. PARTICLE CODE, ON BEHALF OF ITSELF AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “PARTICLE CODE PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND CONTENT. THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND PARTICLE CODE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PARTICLE CODE OR ANY PERSON ON BEHALF OF PARTICLE CODE SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT PARTICLE CODE’S WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability. IN NO EVENT WILL ANY PARTICLE CODE PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SITE AND CONTENT, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A PARTICLE CODE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, A PARTICLE CODE PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT, THE RELEVANT PARTICLE CODE PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE SUM OF ONE HUNDRED (100) US DOLLARS. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT PARTICLE CODE’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, PARTICLE CODE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Export Control. The Site is administered by Particle Code from its offices in Palo Alto, California. Particle Code makes no representation or warranty that the Site and Content are appropriate or available for use outside the United States of America, and the access and use of the Site and Content in jurisdictions where their access and use is illegal, is prohibited. You are solely responsible for determining whether you are permitted to access and use the Site and Content under the laws of the jurisdiction from which you access and use them. You may not use, export or re-export the Content in violation of any applicable laws, rules or regulations including, without limitation, U.S. export laws and regulations. Not all software or other products and services displayed on the Site may be available in your jurisdiction.
Governing Law. These Terms will be construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules. Except as set forth below, the federal and state courts seated in Santa Clara County, California, shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms, and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Particle Code may seek to enforce any judgment in its favor in any court of competent jurisdiction. Notwithstanding the foregoing, Particle Code may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach or threatened breach of these Terms may result in immediate and irreparable damage to Particle Code for which there is no adequate remedy at law. The failure of Particle Code to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect. These Terms are only valid in the English language.
2010 Particle Code, Inc. All rights reserved.