PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Last Updated: March 1, 2021
Welcome to Tech360 LLC. Please read on to learn the rules and restrictions that govern your use of our platforms, websites, products, services and applications (the “Service”). If you have any questions, comments, or concerns regarding these terms or the Service, please contact us at firstname.lastname@example.org.
Will these Terms ever change?
We are constantly trying to improve our Service, so these Terms may need to change along with the Service. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Tech360 website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to these Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by you and Tech360.
What about my privacy?
The Children’s Online Privacy Protection} Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Service or send any personal information about yourself to us. If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at policy@Tech360.com.
What are the basics of using the Service?
As part of using the Service, you may be required to sign up for an account, and select a password and email or user name (your “Tech360 User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Tech360 User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Your right to access the Service is personal to you and you may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You will only use the Service and Content in a manner that complies with all laws that apply to you. If your use of the Service is prohibited by applicable laws, then you aren’t authorized to use the Service. We can’t and won’t be responsible for your use of the Service in any way that breaks the law.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Service and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Your use of the Service is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Service or interact with the Service in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Tech360);
(b) Violates any law or regulation, including any applicable export control laws, or would cause Tech360 to be in violation of any law or regulation (including, without limitation, any laws relating to labor, employment, or the issuance of securities);
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of your Tech360 account or anyone else’s (such as allowing someone else to log in to the Service as you);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’ infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);
(i) Circumvents or attempts to circumvent any features, limitations, or restrictions of the Service (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);
(j) Copies or stores any significant portion of the Content;
(k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.
A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.
What are my rights with respect to the Service?
The materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the Tech360 website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including Tech360’s) rights. You may reference the Content with proper attribution to Tech360 or the applicable owner; however, any other uses of the Content require Tech360’s prior written consent.
You understand that Tech360 owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.
If you would like to use Content in any manner other than as expressly permitted by these Terms (for example, exporting data via Tech360’s API or including data in any other product or service), please visit our API documentation center to learn more about the different ways that Tech360 provides its data and find the solution that is right for you. You may be required to submit an application and/or meet certain eligibility criteria in order to participate in a program, and there may be different terms and conditions which apply to the specific program that you choose. You must agree to all terms and conditions and, if applicable, pay all required fees which apply to your specific program. These Terms apply to all such programs unless specifically stated otherwise in the applicable program terms.
Do I have to grant any licenses to Tech360 or to other users?
For all User Submissions, you hereby grant Tech360 a royalty-free, perpetual, sublicenseable, irrevocable, and worldwide license to translate, modify (including, without limitation, for technical purposes), reproduce, and otherwise act with respect to such User Submissions, in each case to enable us to operate the Service, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you share a User Submission publicly on the Service and/or in a manner that more than just you or specified specific set of users can view, or if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Service (each of the foregoing, a “Public User Submission”), then you grant Tech360 the licenses above, as well as a royalty-free, perpetual, sublicenseable, irrevocable, and worldwide license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Tech360 users and providing the Service necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Service and/or otherwise in connection with Tech360’s business.
What if I see something on the Service that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Tech360, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; please review our complete Copyright Dispute Policy and learn how to report potentially infringing content. To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Service?
Any information or content publicly posted or privately transmitted through the Service is the sole responsibility of the person or organization from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Service. We can’t guarantee the identity of any users with whom you interact when using the Service and are not responsible for which users gain access to the Service.
You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. Content includes, without limitation, personally identifiable information about you or any other person. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Service.
Tech360 has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third party that you interact with through the Service. In addition, Tech360 will not and cannot monitor, verify, censor or edit the content of any Third-Party Services. By using the Service, you release and hold us harmless from any and all liability arising from your access to or use of any Third- Party Service.
Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Tech360 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Tech360 is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Tech360, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Will Tech360 ever change the Service?
We’re always trying to improve the Service, so they may change over time. We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. We’ll try to give you notice when we make a material change to the Service that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
From time to time, Tech360 may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.
Does using Tech360 cost anything?
We reserve the right to charge for certain or all Service. Certain aspects or uses of the Service require you to pay fees, for example, in order to access certain content or be able to download or export data. Visit the website for current descriptions of these services and the applicable fees. You agree to pay all fees which apply to your use of the Service. Tech360 reserves the right to change any fees and pricing applicable to the Service at any time upon notice to you (which may be sent by email or posted on Tech360’s website). Your use of the Service following such notification constitutes your acceptance of any new or increased fees.
What if I want to stop using Tech360?
Tech360 is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms. Tech360 has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Additionally, upon termination of your account Tech360 may require you to expunge some or all of the Content in your possession, and you will do so promptly.
What else do I need to know?
Warranty Disclaimer. Neither Tech360 nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Service. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided “AS IS” and without any warranty of any kind from Tech360 or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY TECH360 (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TECH360 (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO TECH360 IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold Tech360, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, penalties (including governmental fines), damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way relating to (a) your use of the Service (including any actions taken by a third party using your account), or (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without Tech360’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms (whether brought against Tech360 or against any director, officer or employee of Tech360 in their personal capacity) shall be finally settled in Fairfield County, Connecticut, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND TECH360 ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that Tech360 may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Tech360 agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Tech360, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Tech360, and you do not have any authority of any kind to bind Tech360 in any respect whatsoever. Except as expressly set forth in the Apple Application Terms, you and Tech360 agree there are no third party beneficiaries intended under these Terms.
Copyright Dispute Policy
Last updated: March 1, 2021
In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
Remember that your use of Tech360’s Service is at all times subject to the Terms of Service, which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Service.
1. Procedure for Reporting Copyright Infringements
If you believe that material or content residing on or accessible through the Service infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Tech360’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(b) Identification of works or materials being infringed;
(c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Tech360 is capable of finding and verifying its existence;
(d) Contact information about the notifier including address, telephone number and, if available, email address;
(e) A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
(f) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
2. Proper Bona Fide Infringement Notification Receiving
Once Proper Bona Fide Infringement Notification Is Received by the Designated Agent we reserve the right to:
(a) remove or disable access to the infringing material;
(b) notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
(c) terminate such content provider’s access to the Service if he or she is a repeat offender.
3. Procedure to Supply a Counter-Notice to the Designated Agent
If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
(a) A physical or electronic signature of the content provider;
(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
(c) A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
(d) Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Tech360 is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Tech360 may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Tech360 may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Tech360’s discretion.
Please contact Tech360’s Designated Agent at the following address:
Data Access Terms
1. License to Tech360 Materials
Subject to all terms and conditions in the Agreement, Tech360, Inc. (“Tech360”) grants to Licensee a nonexclusive, nontransferable, non-sublicensable, limited license to use Tech360’s application programming interface, the Tech360 data described in your Order Form, and all other documentation and materials provided by Tech360 (collectively, the “Tech360 Materials”) solely as specifically set forth in your Order Form and as further limited by these Data Access Terms and Conditions (the “Terms”). Licensee may not download or use the Tech360 Materials for any other purpose without Tech360’s prior written consent. Tech360 shall not be liable for any:
(i) modifications to Tech360 Materials other than by Tech360,
(ii) combination of Tech360 Materials with any other data, information, or other materials, or
(iii) use of Tech360 Materials in any manner not expressly permitted by Tech360 hereunder.
Except as expressly and unambiguously authorized in your Order Form, Licensee may not (and will not permit or assist any third party to):
(i) sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, publish, distribute, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law) any part of the Tech360 Materials,
(ii) otherwise use the Tech360 Materials on behalf of any third party,
(iii) use the Tech360 Materials in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way, or
(iv) disclose the terms and conditions of the Order Form or this Agreement (including, without limitation, pricing terms) to any third party.
This Agreement does not include any right for Licensee to use any trademark, service mark, trade name, or any other mark of Tech360 or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.
3. Data Processing Terms
To the extent that the Tech360 Materials include any personal data, the Independent Controller Processing Addendum [https://www.tech360group.com/independent-controller-data-processing-addendum/] shall apply.
4. Proprietary Rights
As between Tech360 and Licensee, the Tech360 Materials and all intellectual property rights in and to the Tech360 Materials are and shall at all times remain the sole and exclusive property of Tech360 and are protected by applicable intellectual property laws and treaties. Except for the licenses expressly granted hereunder, Tech360 reserves all right, titles, and interests that it may have in the Tech360 Materials.
5. Marketing Rights
Licensee grants Tech360 the right to use Licensee’s name and logo on Tech360 websites and applications and marketing and promotional material.
Licensee agrees to pay all applicable fees outlined in each applicable Order Form in accordance with the schedule and the manner specified on such Order Form. All fees shall be non-refundable and payable in US dollars on the date they come due. Licensee shall also pay all sales, use, value-added and other taxes, tariffs, and duties of any type assessed against Tech360 except for taxes on Tech360’s income. Tech360 may disable access to Tech360 Materials in the event of a failure to pay.
Licensee agrees to report to Tech360 any errors or difficulties discovered and the conditions and symptoms of such errors and difficulties. Tech360 is in no way obligated to provide Licensee with any error correction or support but may provide whatever error correction and/or support services Tech360 may determine in its sole discretion (and anything it provides in connection in addition to that will be deemed part of the Tech360 Materials).
8. Licensee Responsibility
Licensee agrees that Tech360 shall have no liability whatsoever for (i) any use Licensee makes of the Tech360 Materials or (ii) Licensee’s products or services that interact with or otherwise use any part of the Tech360 Materials. Licensee shall indemnify and hold harmless Tech360 from any claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from (i) or (ii) above or for any breach of this Agreement or unauthorized use or disclosure of Tech360 confidential information.
9. Warranty Disclaimer
The parties acknowledge that the Tech360 Materials and any services are provided “AS IS.” TECH360 AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE TECH360 MATERIALS OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
TECH360 AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER SECTION 5 (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00)).
This Agreement shall continue until the expiration of the Term specified in your Order Form or earlier terminated as set forth in this section. Either party may terminate this Agreement at any time in the event (a) of a material breach by the other party which remains uncured after ten (10) days written notice thereof, or (b) the other party ceases to do business without a successor, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. Upon any termination or expiration of the Agreement (or the Order Form), all licenses granted to Licensee hereunder shall also terminate. Upon expiration or any termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Tech360 Materials, and an officer of Licensee shall so certify to Tech360 that such actions have occurred within ten (10) days following such expiration or termination. Tech360 may audit Licensee’s systems to ensure compliance with the foregoing requirement for up to one (1) year after such expiration or termination. Sections 2, 3, 4, and 8 through 14 (and any accrued rights to payment) shall survive termination of this Agreement.
12. Government Use
If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Tech360 Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Tech360 Materials is a “commercial item,” “commercial computer software,” and “commercial computer software documentation.” In accordance with such provisions, any use of the Tech360 Materials by the Government shall be governed solely by the terms of this Agreement.
13. Export Controls
Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other the United States or foreign agency or authority, and Licensee shall not export or allow the export or re-export of any part of the Tech360 Materials in violation of any such restrictions, laws or regulations. By downloading or using the Tech360 Materials, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement, and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee agrees that Tech360 is not responsible for anything resulting from events beyond Tech360’s reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, or shortage of materials. Licensee may not assign or transfer this Agreement (or any part thereof), including, without limitation, in connection with any merger, sale, or other change in control of Licensee or Licensee’s assets relating to this Agreement or by operation of law, without the prior written consent of Tech360. Tech360 shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent (i) if to Tech360: 564 Market Street, Suite 700, San Francisco, CA 94104, and if Licensee: such address as Licensee provides to Tech360 on registering for access to Tech360 Materials (or, in either case, such other address as a party may designate in writing). This Agreement is the complete Agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. This Agreement may only be modified by a written document executed by the parties hereto.