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TERMS OF USE

Under the following terms and conditions (the “Terms”), AppSense Limited (“Company,” “we,” or “us”) provides the following (collectively, the “Offering”) at the Company site at URL: myappsense.com (the “Site”) to our users (“you”):

  • online services including chat areas, bulletin boards, forums or other communication methods (“Services”),
  • information including marketing materials (“Content”) and
  • software tools, scripts, widgets and configurations made available through AppSense Exchange by Company (collectively, “Tools”). You understand that the term “Tools” as used in these Terms does not include software for which the Company collects a fee or any software outside of the AppSense Exchange (such as Company’s standard generally available paid products and any improvements, updates or upgrades to the same). The terms and conditions that govern such other software are set forth in the applicable end user software license agreement.

Please read the Terms carefully. You understand and agree that the Offering is provided to you exclusively under these Terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND OFFERING. BY ACCESSING OR USING THE SITE OR OFFERING, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR THE OFFERING OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE OR THE OFFERING.

1. PASSWORD. To access certain portions of the Offering, you may be required to create a logon ID and password. You may not transfer or share your logon ID, password or account (collectively, the “Account Information”) with anyone, and you are solely responsible for maintaining the confidentiality of your Account Information and for any activity under your Account. You agree to immediately notify us of any unauthorized use of your Account Information or any other breach of security. All information that you provide to us will be true, accurate, complete and current.

2. APPSENSE EXCHANGE. AppSense Exchange is a forum in which Company employees, partners, customers and other third parties may make certain Tools available for other users to download. Company does not verify or perform any quality assurance or quality control tests on the Tools. Without limiting any other terms set forth herein, you acknowledge and agree that your download and use of the Tools is at your own risk and Company makes no representations or warranties regarding the Tools.

3. LICENSE GRANTS.

3.1 Services and Content. Subject to the terms and conditions set forth in these Terms, we hereby grant to you a non-exclusive, nontransferable license to access and use the Services and Content (other than documentation related to Tools) solely for the internal business purposes of your organization or company for the purpose for which the Services and Content are being provided to you by Company. You understand and acknowledge that, except as expressly set forth in these Terms, you may not prepare derivative works of, modify, distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner the Services or Content, the Site or any underlying software, technology or other information, including any printed materials of the same. You agree not to use the Services or Content to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. Without our written consent, you may not (a) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (b) use any high volume, automated, or electronic means to access the Services or Content (including without limitation robots, spiders or scripts); or (c) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

3.2 Tools. Subject to the terms and conditions set forth in these Terms, we hereby grant to you a non-exclusive, nontransferable, worldwide, royalty-free license to access, use, reproduce, prepare derivative works, distribute, and/or otherwise use the Tools and related documentation. You understand that the Tools may be created by individuals other than employees of the Company and the Company does not verify or check the Tools. If you distribute any portion of the Tools: (a) you must retain all copyright, patent, trademark and other notices that are present in the Tools; and (b) you may only do so under a license that complies with these Terms.

We reserve all rights not expressly granted under these Terms, and no other rights are granted under these Terms by implication or estoppel or otherwise.

4. COPYRIGHTS; RESTRICTIONS ON USE. Both (i) the Content as well as (ii) the software, code, proprietary methods and systems underlying the Site and the Services (“Our Technology”) are (1) copyrighted by Company and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by Company or its licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of the Content, Tools or Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms.

5. TRADEMARKS. Certain of the names, logos, and other materials displayed in the Offering constitute trademarks, tradenames, service marks or logos (“Marks”) of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

6. USER CONTENT.User Content” means any and all information and content that a user submits through the Services (e.g., content in the user’s postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 6.2). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. For purposes of clarity, a contribution of Tools and related documentation to the Site via AppSense Exchange is not considered “User Content” but is instead considered a “Contribution” and governed by the Contributor Agreement between the applicable contributor and the Company.

6.1 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Offering. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

6.2 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Offering to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Offering any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Offering unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Offering to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Offering, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Offering (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Offering; or (vi) use software or automated agents or scripts to produce multiple accounts on the Offering, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Offering (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Offering for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

6.3 Enforcement & Copyright Policy.

(a) We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.

(b) Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is:
Designated Agent: General Counsel
Address of Agent: 17 State Street, 19th Floor, New York, NY10004
Telephone: 212 597 5500
Fax: 212 597 5501
Email: dmca@appsense.com

6.4 Feedback. If you provide Company with any feedback or suggestions regarding the Offering (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

7. THIRD PARTY CONTENT AND MONITORING. Any services, offers, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Offering by anyone other than authorized Company employees or Company spokespersons while acting in their official capacities. We have the right, but not the obligation, to monitor and review the Content and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we are not responsible for and do not monitor third party Content for accuracy or reliability.

8. LINKS.

8.1 Links on the Site. Our provision of a link to any other site or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside Web sites or their content.

8.2 Links to the Site. You may provide links to the Site on an external site or location provided that such linking does not appear to signify Company’s endorsement of such external site or location or its contents. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.

9. PRIVACY. You may be asked to provide certain personal information to us. All uses of your personal information will be treated in accordance with our Privacy Policy, which is located at http://www.appsense.com/privacy-policy.aspx and is incorporated by this reference into these Terms. If you use the Site and/or the Offering, you are accepting the terms and conditions of our Privacy Policy. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site and/or the Offering.

10. TERMINATION. We reserve the right to terminate these Terms and terminate or suspend your access to the Offering at any time and for any reason by providing notice to you. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE OFFERING.

11. DISCLAIMER OF WARRANTIES. THE SERVICES, TOOLS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE OFFERING (INCLUDING THE CONTENT) MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE OFFERING OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, CONTENT AND TOOLS OR RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM OR INFORMATION IS AT YOUR SOLE RISK. COMPANY AND ANY THIRD PARTIES THAT CONTRIBUTE TOOLS (“CONTRIBUTORS”) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. COMPANY MAKES NO WARRANTY THAT THE SERVICES, CONTENT OR TOOLS WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT OR TOOLS OR THAT DEFECTS IN THE SERVICES, CONTENT OR TOOLS WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES (INCLUDING CONTENT AND TOOLS) IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE OFFERING WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. LIMITATION OF LIABILITY. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR CONTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE OFFERING, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR OFFERING, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND OFFERING. THE AGGREGATE LIABILITY OF COMPANY AND ANY CONTRIBUTOR TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE OFFERING IS LIMITED TO $100. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Company, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (1) your use of the Offering, (2) your violation of these Terms, (3) your violation of any rights of any other person or entity or (4) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Offering.

14. MODIFICATIONS TO TERMS. We may change the Terms from time to time. We will notify you of any such changes via e-mail and/or by posting notice of the changes on the Site. If you object to any such changes, your sole recourse will be to cease using the Offering. Continued use of the Offering following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain areas of the Offering may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas. In the event that any of the additional terms of use governing such area conflict with these Terms, these Terms will control.

15. MODIFICATIONS TO THE OFFERING. We reserve the right to modify or discontinue the any portion or all of the Offering with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the any portion of the Offering. If you object to any such changes, your sole recourse will be to cease using the Offering. Continued use of the Offering following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Offering as so modified.

16. MISCELLANEOUS. The Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. The Terms and the relationship between you and Company will be governed by the laws of the England and Wales, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms, or your use of, the Services must be instituted exclusively in the courts located in England and Wales and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect. You and we are acting as independent contractors, and nothing in these Terms creates an agency or partnership. You may not assign your rights under these Terms without our prior written consent, and any attempted assignment will be null and void.

17. SURVIVAL. The terms of Sections 6, 9, 11 through 18 as well as any other limitations on liability explicitly set forth herein will survive the expiration or earlier termination of the Terms for any reason. Our (and our licensors') proprietary rights (including any and all intellectual property rights) in and to the Content, Tools, Our Technology and the Services will survive the expiration or earlier termination of the Terms for any reason.

18. VIOLATIONS OR QUERIES. Please report any violations of the Terms or general queries to iwanttoknowmore@appsense.com.