Last Updated May 2010
This is an agreement (“Agreement”) between you (either an individual or a single entity) and Linxter Inc. (or, if applicable based on where you live, one of its affiliates) (“Linxter”) for using the Linxter services (“Services”) located on any of the Linxter Web sites, including but not limited to linxter.com, linxterdeveloper.com, cloudmiddleware.com, and any subdomains thereof (“Site”). This Agreement explains Linxter’s obligations to you and your obligations to Linxter as well as other registrants and users of the Site.
- USE OF SERVICES The trial version of the Services provided on this Site are intended for your evaluation only. You may use the Site to assist in the design, development and testing of your application for use with the Services. Linxter will make commercially reasonable efforts to support services linked to this Site at its discretion; no service levels are guaranteed.
You may not test or use the Services in a live operating or production environment unless you accept the Linxter End User License Agreement ("EULA"). Upon acceptance of the EULA and payment of applicable fees, Linxter hereby grants to you a perpetual, non-exclusive, nontransferable license to use the Service SDK SOFTWARE and any related documentation (“Documentation”) subject to the terms of the EULA.
- NO UNLAWFUL OR HARMFUL USE OF THE LINXTER WEB SITES AND SERVICES You will not use the Sites or Services for commercial purposes unless you have agreed to the EULA. You will not use the Sites or Services in any way that is unlawful, prohibited by these terms, conditions, and notices or harms Linxter, its affiliates, resellers, distributors, service providers and/or suppliers (each, a "Linxter Party" and collectively, the "Linxter Parties") or any customer of a Linxter Party, as determined in Linxter's sole discretion. Linxter may tell you about certain specific harmful uses in a code of conduct or other notices available through a Site, but has no obligation to do so. You may not use the Sites or Services in any way that breaches any code of conduct, policy or other notice applicable to the Sites and Services. Without limiting the generality of this section, you may not use the Sites or Services in any manner that could damage, disable, overburden, or impair any Linxter web site (or the network(s) connected to any Linxter web site) or interfere with any other party's use and enjoyment of the Linxter Web Sites or Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Linxter server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or Services. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from use of the Services.
- COMMUNICATION SERVICES
The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
- Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
- Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
Linxter has no obligation to monitor the Communication Services. However, Linxter reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Linxter reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.
Linxter reserves the right at all times to disclose any information as Linxter deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Linxter's sole discretion.
Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Services. Linxter does not control or endorse the content, messages or information found in any Communication Services and, therefore, Linxter specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorized Linxter spokespersons, and their views do not necessarily reflect those of Linxter.
Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.
- ADDITIONAL TERMS Any Site or Service may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that Site or Service, including without limitation, particular features or offers (for example, sweepstakes). If any terms contained in this Agreement conflict with any terms contained within a Site, then the terms in this Agreement shall control.
- MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING For materials you post or otherwise provide to Linxter related to the Sites (a "Submission"), you grant Linxter permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with Linxter Web Sites, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Linxter will not pay you for your Submission. Linxter may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law, Linxter may monitor your e-mail, or other electronic communications and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of the Linxter Parties or any customer of a Linxter Party.
- SOFTWARE Any software that is made available to download from the Sites ("Software") is the copyrighted work of Linxter and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, which accompanies or is included with the Software ("License Agreement"). If you receive any software that is not accompanied by a License Agreement, then Linxter grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Sites and Services and in accordance with this Agreement. Linxter reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. Linxter or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such software, except and only to the extent that such activity is expressly permitted by applicable law. Linxter may automatically check your version of such software and may automatically download upgrades to such software to your computer to update, enhance and further develop the Sites or Services.
- INFORMATION AVAILABLE FROM THE SITES Linxter and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the Sites, even if such information appears in any e-mail, pager, cell phone or other alerts available through the Sites. Linxter and its suppliers do not authorize the use of information available from the Sites, for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes. Nothing contained in the Linxter Web Sites is intended to constitute professional advice.
- LINXTER MAKES NO WARRANTY LINXTER PROVIDES THE SITES AND SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LINXTER PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE LINXTER PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
- LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY IN NO EVENT WILL ANY LINXTER PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SITES AND SERVICES, EVEN IF SUCH LINXTER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 11 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SITES OR SERVICES, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY LINXTER PARTY WITH RESPECT TO THIS AGREEMENT, THE SITES OR SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND SERVICES.
- CHANGES TO THE SITES OR SERVICES; ADDITIONAL LIABILITY LIMITATION THE LINXTER PARTIES MAY CHANGE THE SITES OR SERVICES, OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the Sites and Services, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by Linxter and persons other than Linxter (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 10 AND 11, YOU ACKNOWLEDGE AND AGREE THAT THE LINXTER PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 10 AND 11, YOU ACKNOWLEDGE AND AGREE THAT LINXTER IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SITES OR SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SITES OR SERVICES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON THE SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 11, 12 AND 13 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.
- TERMINATION; ACCESS RESTRICTION This Agreement will terminate immediately without notice to Licensee if Licensee materially breaches any term or condition of this Agreement or upon thirty (30) days prior written notice of either party for any reason or no reason. Upon any such termination, Licensee must discontinue distribution of any sample code and/or redistributable code which uses items of the SDK Software. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE SITES MAY NOT BE RETRIEVED LATER.
- CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES If this Agreement is with Linxter Inc., claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of Florida, without reference to conflict of laws principles. If this Agreement is with a Linxter affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such Linxter affiliate, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which the subject Linxter Web Sites are directed. If this Agreement is with Linxter Inc., you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Broward County, Florida, USA in all disputes arising out of or relating to the use of the Sites. If this Agreement is with a Linxter affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Linxter affiliate in all disputes arising out of or relating to the use of the Sites.
- INTERPRETING THE AGREEMENT; ASSIGNMENT If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Linxter may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Sites or Services. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Linxter with respect to the Sites and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Linxter with respect to the Sites and Services. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance
- YOU HAVE LIMITED TIME TO BRING YOUR CLAIM YOU AND LINXTER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITES OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS All contents of the Sites are Copyright © 2010 Linxter Inc. and/or its suppliers, 2525 Embassy Drive South, Suite #6, Cooper City, FL 33026 U.S.A. All rights reserved. Linxter, and/or other Linxter products and services referenced herein may also be either trademarks or registered trademarks of Linxter in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved.
- NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
All notices of copyright infringement should be sent to: Linxter 2525 Embassy Drive South, Suite #6, Cooper City, FL 33026 Attention: Intellectual Property Manager e-mail: firstname.lastname@example.org