Terms Of Use
ANDIAMO SYSTEMS INC. WEBSITE TERMS OF USE
Effective Date: January 1, 2008
Please Read Carefully Prior To Using This Website
Acceptance of Terms of Use
Use of this Andiamo Systems Inc. ("Andiamo") website (this "Website") is governed by the terms and conditions below (these "Terms of Use"). These Terms of Use are legally binding on all users of this Website. By accessing this Website, you ("User") agree to abide by these Terms of Use. If you as the User of this Website do not agree with any of these Terms of Use, please do not use this Website, because by using the Website you will be deemed to have irrevocably agreed to these Terms of Use.
Intellectual Property Rights
Ownership. All content, text, images, data, information and other material displayed, available or present on this Website ("Content"), including any intellectual property rights in such Content (including, without limitation, trademarks and copyrights) (hereinafter "Intellectual Property Rights"), are the property of Andiamo, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws. User should assume that everything User sees or reads on this Website is copyrighted unless otherwise noted, and may not be used without the written permission of Andiamo, except as provided in these Terms of Use.
Authorized and Prohibited Uses. User may download and print copies of the Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as User complies with these Terms of Use and applicable laws. User may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Website or the Content without the prior written permission of Andiamo; provided, however, that if the functionality of the Website permits the e-mailing of certain Content or a link through the use of a "tell a friend" (or similar) icon, User may send that particular Content or link to others by e-mail, as indicated. User shall not infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Website or the Content.
User Content. Except as provided in Andiamo’s Privacy Policy for this Website, the content that User submits to this Website or Andiamo ("User Content") will be deemed to be non-confidential and non-proprietary and may be disclosed through this Website to unknown persons on a worldwide basis without control by Andiamo, including for browsing, downloading, printing and other uses by such other persons or entities. User shall not submit User Content except for content that is fully authorized for purposes of this Website and these Terms of Use, nor infringe upon any person’s Intellectual Property Rights in connection therewith. User has the burden of determining the extent to which User Content is protected by applicable intellectual property laws. Andiamo shall have the royalty-free, perpetual, irrevocable, sublicensable, non-exclusive right and license to translate, reproduce, publish, distribute, modify, display, link to or use, in any form or media, any User Content. Andiamo does not endorse any User Content, or third party product or service that may appear on this Website. Nothing in these Terms of Use shall obligate Andiamo to use any User Content, or to include or post such User Content on this Website.
Registration and Passwords. Andiamo may or may not at times require a User to have a password and provide registration details to access this Website or portions of this Website. If Andiamo does require a password and registration details, it shall be a condition of use of this Website that all the details User provides are correct, current and complete. If Andiamo believes that the details are not correct, current or complete, Andiamo will have the right to refuse User access to the Website, or any of its resources, and to terminate or suspend User’s account, if any. User is responsible for maintaining the confidentiality of any password(s) User is given to access this Website, and User is fully responsible for all activities that occur under User’s password(s). User agrees to notify Andiamo immediately of any unauthorized use of User’s password(s). Andiamo reserves the absolute right not to issue a password to any person or entity.
Digital Millennium Copyright Act Compliance. Andiamo respects the rights of all copyright holders, and, in this regard, Andiamo has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of this Website who infringe the rights of copyright holders. If User believes that User’s work has been copied in a way that constitutes copyright infringement, please provide Andiamo’s Copyright Agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. § 512:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(c) Identification of the Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and the information reasonably sufficient to permit Andiamo to locate the Content;
(d) Information reasonably sufficient to permit Andiamo to contact the complaining party;
(e) A statement that the complaining party has a good faith belief that the use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For copyright inquiries under the Digital Millennium Copyright Act, please contact Andiamo’s Copyright Agent at:
John Hingley
Copyright Agent
501 2nd Street, Suite 700
San Francisco, CA 94107
Phone: 415-808-2433
Email: copyright@andiamosystems.com
Software Downloads. Any software that is made available to download from this Website ("Software") is the copyrighted work of Andiamo and/or its affiliates or suppliers. The Software is made available for downloading solely for use by Users pursuant to the end user license agreement ("EULA") applicable to the Software, and any reproduction or redistribution of the Software other than as permitted in the EULA is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. In addition, downloading Software is prohibited if you are visiting this Website from any of the countries to which the export of software is prohibited by the U.S. Department of Commerce. Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited.
Restricted Rights. The information that is downloaded from this Website for or on behalf of the Government of the United States of America and/or its agencies ("US Government") is provided with Restricted Rights as defined, and use, duplication, or disclosure by the US Government is subject to the restrictions set forth, in DFARS 252.227-7013 and FAR 52.227-14 and 48 CFR 52.227-19, as applicable.
Website and Registration Administration
Access Arrangements and Fees. User’s use of this Website shall be in accordance with any and all procedures, forms, formats, displays and operating times as may be determined, specified or modified by Andiamo in its discretion. User is responsible for all software, hardware, interconnections, fees, expenses, costs and taxes for User to access or use this Website. Andiamo charges no fee at this time for using this Website, but reserves the right to impose or modify fees in connection with use of this Website (or portions of this Website) at any time without liability. Payment of any such fees shall be due and payable thirty (30) days from the date of invoice unless otherwise agreed by User and Andiamo or unless otherwise required by Andiamo. Andiamo shall endeavor to issue a general notice on this Website with regard to any imposition of fees or modifications to this Website.
Linking. No link shall be made to any page of this Website except a direct link to the top page (https://app.andiamosystems.com/?q=user/login) without framing. In addition, any link to this Website must be immediately followed by notice to Andiamo via e-mail at info@andiamosystems.com. Moreover, in the event Andiamo deems User’s linking practices in relation to this Website to be inappropriate, Andiamo may provide notice to the User concerning removal or modification of the inappropriate link, and User agrees to comply with any and all requirements of Andiamo relating thereto.
Authority of Website Administrator. Andiamo may in its discretion modify, edit, translate, suspend, restrict access to or terminate this Website, these Terms of Use, the Content, or any link at any time without liability or prior notice. Andiamo may in its discretion terminate the browsing of, registration with and use of this Website by any User at any time without liability or prior notice for any reason, including for any breach of these Terms of Use.
Good Samaritan Policy. It is Andiamo’s policy not to tolerate any acts of intellectual property infringement or violations of federal or state law. Andiamo will, in good faith, make commercially reasonable efforts to remove, disable, or restrict access to the availability of Content on the Website that, in Andiamo’s subjective view, is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected. This provision does not impose upon Andiamo any contractual obligation to undertake, or refrain from undertaking, any particular course of conduct, or to monitor the Website.
If you believe that someone has violated this policy, we ask you to promptly notify us by email at the following address: info@andiamosystems.com. You must use this address if you want to ensure that the complaint is actually received by the appropriate party who is responsible for investigating alleged violations of this policy.
Import/Export Control. User shall not submit any Content to this Website or commit any act involving the transfer of information relating to any Content in violation of applicable import/export control, espionage or national security laws.
User Requirements and Obligations
Compliance. User shall comply with all applicable laws in connection with its use of this Website.
Unsuitable Content and Conduct. User shall not engage in conduct or submit to this Website any User Content or other material that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive, or otherwise objectionable. User shall not cause damage, embarrassment or adverse publicity to Andiamo.
Functional Compatibility and System Abuse. If the Website accepts the submission of User Content, User shall submit only User Content and material that is functionally and technically compatible with this Website. User shall not attempt to and shall not damage, corrupt, tamper with or infect this Website, the Content or any information or telecommunication system of Andiamo with a virus or other malicious computer program. User shall only use this Website for the permitted purposes stated in these Terms of Use, and will not engage in abusive activity with respect to this Website or undertake any other activity that may adversely affect the use or enjoyment of this Website by another. User is prohibited from using any services or facilities provided in connection with this Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If User becomes involved in any violation of system security, Andiamo reserves the right to release User’s details to system administrators at other sites and law enforcement authorities to assist them in resolving security incidents.
User Cooperation and Notification. User shall cooperate with all reasonable requests of Andiamo and will notify Andiamo promptly upon learning of any actual or suspected breach of these Terms of Use by User or unauthorized use or abuse of this Website.
Third Party Sites and Other Information. This Website may contain, as a convenience to User, Content, links, and other information submitted by third parties over whom Andiamo has no control or responsibility, as well as translations thereof that Andiamo may arrange. Andiamo has no obligation to monitor, control or restrict the use of this Website, or third party websites accessible via links on this Website. These other sites are not under the control of Andiamo, and User acknowledges that (whether or not such sites are affiliated in any way with Andiamo) Andiamo is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by Andiamo or any association with its operators. Moreover, Andiamo has no obligation to verify any User Content or to provide any registration or other information to User concerning any Content.
Warranty Disclaimers, Limitations on Liability and Remedies. This Website, its Content, ITS SOFTWARE DOWNLOADS, and its links are provided on an "as is" basis and are used only at the sole risk of User, to the fullest extent permissible by law. ANDIAMO disclaims all warranties, express, IMPLIED, STATUTORY, OR OTHERWISE, of any kind regarding this Website (including its Content, hardware, software and links), including ANY IMPLIED WARRANTIES as to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, security and freedom from computer virus. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO user, THE ABOVE EXCLUSIONS WILL APPLY TO user TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
ANDIAMO will not be liable for any damages or losses, including direct, indirect, consequential, special, incidental or punitive damages and lost profits, in connection with use of the internet, this Website, its Content, ITS SOFTWARE DOWNLOADS, or its links, however caused, whether in contract, tort, negligence, strict liability or otherwise, even if ANDIAMO has been advised of the possibility of such damages. ANDIAMO will not be a party to, and will have no responsibility or liability for, any transaction negotiated or arranged by a User arising in connection with this Website. in any event, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION are NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, The maximum liability of ANDIAMO will be limited to, in the sole discretion of Andiamo, either the (1) correction or deletion of any inaccurate Content or link; or (2) refund of any fees for this Website received by Andiamo from User.
Indemnification. User shall defend, indemnify and hold harmless Andiamo and its affiliates, officers, directors, employees, and contractors from any demands, claims, damages, liabilities, expenses, or harms, including attorneys fees, arising in connection with User’s use of this Website, online conduct, breach of these Terms of Use, or dealings or transactions with other persons resulting from use of this Website.
Miscellaneous
Separate Terms and Conditions. In connection with User’s use of and/or access to Content contained in certain areas of this Website, it may be necessary for User to consent to policies or terms and conditions in addition to these Terms of Use set forth herein, which User should read carefully before making any use of such Content or areas of this Website. Any such terms will not vary or replace these Terms of Use regarding any use of this Website, unless otherwise expressly stated.
Privacy Policy. Andiamo is concerned about privacy and has developed a policy to address privacy concerns. User can find the current privacy policy here (the "Privacy Policy"). The Privacy Policy is hereby incorporated into these Terms of Use by reference, and constitutes a part of these Terms of Use.
Dispute Resolution; Applicable Law and Forum. With respect to any and all disputes arising out of or in connection with this Website or these Terms of Use (including without limitation the Privacy Policy), Andiamo and User agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another to achieve a mutually satisfactory resolution. Andiamo has no obligation to become involved in any dispute between a User and any other person. This Website, these Terms of Use and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the state of California without regard to its conflict of law principles. Andiamo and User agree that all disputes arising under this agreement will be settled exclusively through confidential binding arbitration in San Francisco, California or another forum mutually agreed upon by the parties, pursuant to the Rules of Arbitration ("Rules") of the International Chamber of Commerce ("ICC") by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with the said Rules. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. User agrees that Andiamo is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms and conditions herein pending a final arbitral decision.
Modification of Terms of Use, Etc. These Terms of Use and the Privacy Policy referenced herein constitute the complete agreement between the parties with respect to their subject matter and supersede any prior agreement or communication. These Terms of Use are subject to change from time to time. Andiamo will endeavor to post a notice of any changes to these Terms of Use for a period of thirty (30) days following any such modifications. Therefore, User is advised to review these Terms of Use occasionally, or at least every thirty (30) days. User’s continued use of this Website subsequent to Andiamo’s notice of modification of these Terms of Use shall constitute User’s acceptance of the modified Terms of Use. If any term or provision of these Terms of Use is found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these Terms of Use, or the whole of these Terms of Use, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use. User’s obligations pursuant to these Terms of Use shall survive termination of this Website, any use by User of this Website, any Content of User on this Website, or these Terms of Use.
Contact Information. If you have any questions regarding these Terms of Use of use or this Website, please contact Andiamo at info@andiamosystems.com.
