Terms and Conditions of Portal Use
(Version dated 2020 April 23)
THESE THESE TERMS AND CONDITIONS (THE "TERMS") EXPLAIN HOW YOU ARE PERMITTED TO ACCESS OR USE THE SERVICES LOCATED UNDER THE INTERNET DOMAIN OPEN.DENODO.COM AS WELL AS ALL ASSOCIATED SITES, FORUMS, AND CHANNELS LINKED TO OPEN.DENODO.COM (COLLECTIVELY, THE "PORTAL") BY DENODO TECHNOLOGIES INC., ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, "DENODO") . THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU, AS A VISITOR OR MEMBER OF THE PORTAL AND DENODO. BY CHECKING THE ACCEPTANCE BOX OR ACCESSING OR USING ALL OR ANY PORTION OF THE PORTAL, YOU ARE AGREEING TO ALL THESE TERMS AS PUBLISHED ON DENODO'S WEBSITE; YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND DENODO; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PORTAL, ANY SERVICES AVAILABLE THROUGH THE PORTAL OR ANY INFORMATION CONTAINED ON THE PORTAL.
I. Access to the Portal. Subject to these Terms, and your compliance with these Terms, Denodo hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display to use the Portal. Your use of the Portal, including the underlying software (including interfaces), technology or documentation and the third-party information, data and any contents contained in the Portal, including any Entry (together, the "Information"), cannot be for any commercial purposes without Denodo's prior written consent. Use of any Information is subject to the applicable third-party licenses related thereto.
II. General Restrictions. As a condition to the rights granted to you hereunder, you shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Portal or the Software or attempt to reconstruct or discover any source code by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Portal for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Portal or in the Information; (d) modify any part of the Portal or the Information, create a derivative work of any part of the Portal, or incorporate the Portal into or with other software; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Portal; (f) use the Portal to develop a product which is competitive with any Denodo product offerings; or (g) use the Portal and/or the Information for any illegal or fraudulent purposes.
(a) The Portal relies upon publicly available data from multiple data sources that may not always agree. Denodo hereby disclaims any and all representations and warranties with respect to such data, including accuracy, fitness for use, reliability, and non-infringement. You should not rely on the Portal for medical guidance. Your use of the Information is subject to the terms herein, the applicable usage rights and restrictions of the third-party owner of such Information and any applicable privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data. When using the Information, you agree and covenant not to (i) alter the content of the source Information, (ii) not intentionally distort the meaning of the Information, (iii) ensure that proper citations are included with all Information, and (iv) not imply that Denodo endorses the contents of any Information.
(b) User Entries. An "Entry" is any information, text, data, metadata, Datasets, data projects, messages, comments, collaboration, tags, queries, searches, images, photos, videos, graphics, sounds and other content or material that you make available on or through the Portal. You are responsible for all Entries you make available on or through the Portal. You may not make available on the Portal any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such materials, and the burden of determining whether you have sufficient permission to share such information is on you. You are solely responsible for the accuracy and content of all Entries you submit. Denodo retains the right to remove any Entries Denodo deems to be in breach of these Terms or otherwise abusive, defamatory or obscene.
You represent and warrant to Denodo that (i) you have sufficient rights in the Entries to authorize Denodo to process, distribute and display the Entries as contemplated by these Terms and the Portal, (ii) Entries and their use hereunder will not violate or infringe the rights of any third party, (iii) your use of the Portal and all Entries are at all times compliant with any applicable privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data, and (iv) to the best of your knowledge, no Entry (a) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services, (b) is obscene, indecent, pornographic, profane, sexually explicit, threatening, or abusive, (c) constitutes or contains false or misleading indications of origin or statements of fact, or (d) slanders, libels, defames, disparages, or otherwise violates the legal rights of any third party. By submitting any Entry to the Portal you hereby grant to Denodo a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute the Entry, or any portion thereof, within the Portal and to allow other users of the Portal to do the same.
DENODO DOES NOT VERIFY, MAKE ANY REPRESENTATIONS OR TAKE RESPONSIBILITY FOR SUCH ENTRIES, INCLUDING, WITHOUT LIMITATION, THE TRUTHFULNESS, ACCURACY, QUALITY OR COMPLETENESS OF THE CONTENT THEREOF OR THE ACCURACY OF THE DESIGNATED LICENSE TERMS.
(i) Health Information. You will not upload to the Portal or publish thereon any patient, medical or other protected health information regulated by the Health Insurance Portability Act, as amended and supplemented or any similar federal or state laws, rules or regulations. You acknowledge that Denodo is not a Business Associate and that the Portal is not HIPAA compliant. Denodo shall have no liability under these Terms for any such health information, notwithstanding anything to the contrary herein.
(ii) Payment Card Data. You will not upload into the Portal or publish thereon any payment card information. You acknowledge that the Portal is not compliant with the Payment Card Industry Data Security Standards.
IV. Deactivation of Portal.
Nothing in these Terms or in the Portal is intended to create an obligation for Denodo to continue providing the Portal for public use. At any time, for any reason or no reason, Denodo may suspend, deactivate, or otherwise limit your use of the Portal or deactivate the Portal altogether, without liability to Denodo. Deactivation may result in destruction of any Information, associated with your use of the Portal, including your Entries.
V. Ownership to Denodo Technology. The license and use rights granted hereunder do not constitute a transfer or sale of Denodo's ownership rights in or to the Portal. Except for the license rights granted above, Denodo retains all right, title and interest in and to Portal, including all intellectual property rights therein. The Portal is protected by applicable intellectual property laws, including United States copyright laws and international treaties. In the event that you submit any comments, question, ideas or other information related to the Portal to Denodo (("Feedback") you agree that (i) such Feedback is given voluntarily and (ii) such Feedback is not subject to any license terms or confidentiality obligations, and (iii) Denodo may use or exploit such Feedback in any manner it sees fit, without any obligation based on intellectual property rights or otherwise.
VI. Confidentiality. You shall hold in the strictest confidence the Portal and any related materials or information including, but not limited to, any technical data, research, product plans or know-how provided by Denodo to you, either directly or indirectly in writing, orally or by inspection of the Portal or tangible objects ("Confidential Information"). You shall not disclose any Confidential Information to third parties who do not have a need to know such information for the purposes of these Terms and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify Denodo in the event of any known or suspected unauthorized use or disclosure of the Confidential Information.
VII. WARRANTY DISCLAIMER. THE PORTAL IS PROVIDED AT NO COST AND ON AN "AS IS" BASIS WITH NO WARRANTY WHATSOEVER. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DENODO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PORTAL AND THE ACCOMPANYING WRITTEN MATERIALS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. DENODO DOES NOT DIRECTLY OR INDIRECTLY ENDORSE ANY SOURCE APPEARING ON THE PORTAL IN ANY MANNER OR FOR ANY PURPOSE. THE INCLUSION OF ANY LINK DOES NOT NECESSARILY IMPLY A RECOMMENDATION OR ENDORSEMENT OF THE VIEWS EXPRESSED THEREIN.
VIII. Indemnification. You agree to defend Denodo from and against any and all claims by third parties resulting from or relating to: (1) your use of the Portal and the Information; (2) the Entries, including without limitation any claim based on your breach or alleged breach of Section III(b) (Entries) or alleging that the Entry infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party; or, (3) a breach of your obligations under these Terms. You may not settle any such claim relating to the Portal without Denodo's prior written consent.
IX. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL DENODO BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PORTAL AND/OR THE INFORMATION, EVEN IF DENODO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT SHALL DENODO'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THESE TERMS OR YOUR USE OF THE PORTAL OR INFORMATION EXCEED ONE HUNDRED DOLLARS ($US 100.00).
X. Export Restrictions. You acknowledge that the Portal is subject to United States export control laws and regulations and foreign import rules. You agree that all use, export or re-export of the Portal will be in compliance with applicable export control laws and regulations.
XI. Audit Right. Denodo shall have the right to audit your use of the Portal to ensure its use in accordance with these Terms, and you agree to cooperate fully and promptly in any such audit.
XIII. General. These Terms are governed by the laws of the State of California, excluding any conflicts of laws principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect. The headings in these Terms are inserted for convenience only and do not affect its interpretation. You may not assign this agreement, whether by operation of law, merger or reorganization, without the prior written consent of Denodo; any attempted assignment in violation of the foregoing will be void. Any company names, logos, and product names displayed in the Portal are subject to United States' and international copyright, trademark and intellectual property laws and you may not use, reproduce or distribute any such company names, logos or product names without the express written consent of their respective owners. These Terms are for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Denodo under these Terms apply equally to its affiliates and its licensors, and each such third party is an intended third-party beneficiary of these Terms. From time to time Denodo may modify these Terms. Any such changes shall become effective when published. Your continued use of the Portal will constitute your acceptance of any such modified Terms.
XIV. U.S. Government End Users. The Portal is "commercial computer software" pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, and adaptation of the Portal shall be subject to the license terms and license restrictions set forth in these Terms. No other rights are granted to the U.S. Government.
XV. Questions. Should you have any questions concerning these Terms, or if you desire to contact Denodo for any reason, please contact email@example.com.