Palm Online Chat Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY PARTICIPATING IN PALM ONLINE SUPPORT SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT PARTICIPATE IN THIS PROGRAM.
Palm Online Chat Support Services ("Program") and the provision of online technical support services thereunder (as further defined below, the "Services") are governed by these Terms and Conditions ("Terms"), which constitute your contract with Palm, Inc. ("Palm"). The Program and provision of Services are subject to your compliance with these Terms. Palm reserves the right to discontinue the Program or refuse to provide the Services to anyone at any time without notice for any reason.
You represent and warrant that (a) you are at least 18 years old; (b) you have the right, capacity and authorization necessary to bind yourself legally to these Terms; (c) you will comply with all laws, rules, and regulations applicable to your participation in the Program, and (d) any information you provide in connection with the Program is accurate and complete, including any payment or credit card information.
1) The Services
a) Scope of Coverage. The Services consist of limited access to Web-based technical chat support for the initial set-up or troubleshooting of your Palm device. b) Limitations. The Services do not cover issues generally addressed under the Limited End User Warranty accompanying the Palm device, nor does it cover any repair, replacement, maintenance, ongoing troubleshooting or other services for the device. The chat support representative will make reasonable efforts to address any questions you have about the set-up process or troubleshooting, but Palm does not guarantee that every issue or question will be resolved to your satisfaction.
2) Authorization to Access your Computer, Use of Software and Tools
Palm and the Service Providers may need to download and/or run software on your personal computer or device in order to provide the Services to you, including software that (a) provides computer system information to Palm or the Services Providers to assist in setting up your device or troubleshooting, (b) allows Palm or the Service Providers remotely to control your computer or device and modify settings or software, and/or (c) contains utilities and other tools to improve computer or device performance (?Software?). By your installation of the Software and your participation in the Program, you authorize Palm and the third party suppliers and licensors who help provide the Services (collectively, the "Service Providers") to (a) connect to your computer and device, (b) download and use software on your computer and device, (c) access and take remote control of your computer and device, (d) gather system data from your computer and device, and (e) change the settings on your computer and device, all for the sole purpose of providing the Services. Other than as set forth below, you agree that Palm and the Service Providers shall have no liability whatsoever for any loss or harm that may arise in connection with any of the foregoing. You acknowledge and agree that use of the Software is subject to the license agreements that are referenced when you access or download such Software, and that Palm or the Service Providers may subsequently remove or delete such Software upon completion of the Services. You may not access, download, or use any Software without agreeing to the terms of the applicable license agreements without modification. You may use the Software only in connection with the Services and for no other purpose.
3) Data Backup
PALM AND THE SERVICE PROVIDERS DO NOT PROVIDE DATA BACKUP OR RESTORATION SERVICES IN CONNECTION WITH THE PROGRAM. AT ALL TIMES, YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING AND BACKING UP ALL INFORMATION, DATA, TEXT, PICTURES, FILES OR OTHER MATERIALS (COLLECTIVELY "CUSTOMER DATA") AND SOFTWARE STORED ON YOUR COMPUTER, DEVICE, OR ANY STORAGE MEDIA. YOU ACKNOWLEDGE AND AGREE THAT PALM AND THE SERVICE PROVIDERS WILL HAVE NO RESPONSIBILITY OR LIABILITY UNDER ANY CIRCUMSTANCE AT ANY TIME FOR ANY LOSS OR CORRUPTION OF CUSTOMER DATA, SOFTWARE, OR HARDWARE THAT MAY ARISE OUT OF THE SERVICES.
4) TERMINATION
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALM RESERVES THE RIGHT TO TERMINATE THIS PROGRAM AND/OR YOUR PARTICIPATION WITH OR WITHOUT CAUSE, AT ANY TIME. PALM AND THE SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR TERMINATION OF THE SERVICES (IN COMPLIANCE WITH APPLICABLE LAW) FOR ANY REASON. YOU ACKNOWLEDGE AND AGREE THAT UPON TERMINATION, PALM MAY BAR ANY FURTHER ACCESS TO THE PROGRAM AND SERVICES.
5) LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALM AND THE SERVICE PROVIDERS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO COSTS OF RECOVERING ANY PROGRAM OR DATA, OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, OR ANY LOSS OF BUSINESS, PROFITS, OR REVENUE RESULTING FROM PALM'S OR THE SERVICES PROVIDERS' ACTIONS, INACTIONS, OR OBLIGATIONS UNDER THIS PROGRAM, INCLUDING ANY ADVICE GIVEN BY PALM OR THE SERVICE PROVIDERS TO YOU THROUGH YOUR USE OF THIS PROGRAM AND THE SERVICES, EVEN IF PALM OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PALM AND THE SERVICE PROVIDERS TO YOU AND ANY THIRD PARTY, ARISING UNDER THIS PROGRAM OR OTHERWISE, SHALL IN NO EVENT EXCEED ANY AMOUNT PAID FOR THE SERVICES AT ISSUE.
PALM AND THE SERVICE PROVIDERS MAKE NO WARRANTY OF ANY KIND REGARDING THE PROGRAM AND/OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY ADVICE, CONTENT, AND SOFTWARE) PROVIDED IN CONNECTION THEREWITH, WHICH ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PALM AND THE SERVICE PROVIDERS (A) EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THEY WILL BE ABLE TO PROVIDE REQUESTED SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, (B) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, AND (C) FURTHER DISCLAIM ANY WARRANTY AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, AND TIMELINESS OF THE SERVICES AND ANY WARRANTY THAT THE SERVICES CAN BE PROVIDED WITHOUT A POTENTIAL LOSS OF PROGRAMS OR DATA OR MAINTAIN THE CONFIDENTIALITY OF INFORMATION CONTAINED ON YOUR COMPUTER, DEVICE, OR STORAGE MEDIA. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THIS WARRANTY DISCLAIMER MAY BE LIMITED IN ITS APPLICABILITY TO YOU.
6) INDEMNITY
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD PALM AND THE SERVICE PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, IN ANY WAY ARISING FROM OR RELATED TO YOUR MISUSE OF THE SERVICES, OR YOUR VIOLATION OF THESE TERMS.
7) Notices; Electronic Communications
The information communicated while registering for the Program constitutes an electronic communication. When you communicate with us through this website or other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to Palm must be sent to the address below.
8) Applicable Law; Dispute Resolution; Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws principles to the extent such principles would result in the application of another state's laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Palm or relating in any way to your use of the Services or Participation in the Program will be subject to the federal, state and local courts for Santa Clara County, California. By participating in this Program, you hereby agree that, to the fullest extent permitted by law, any disputes shall be resolved individually, without resort to any form of class action. You agree that, notwithstanding any statute of limitations or other law which provides otherwise, any claim or cause of action arising out of or relating to the Services, these Terms or the Program must be filed within one (1) year after such claim or action arose or be forever barred. These Terms operate to the fullest extent permissible by law.
9) Miscellaneous
a) Palm may subcontract or assign performance of its obligations under this Program to third parties, subject to applicable law. The Services offered under the Program are non-transferable, and may only be claimed by you. b) Palm is not responsible for any failures or delays in performing its services under the Program that are due to events outside its reasonable control. c) This Program is offered and valid only in the fifty (50) states of the United States of America and the District of Columbia. This Program is not available where prohibited by law. You agree to comply with all applicable laws and regulations. You represent and warrant that you are not on the United States prohibited party list and not located in or a national resident of any country on the United States prohibited country list. d) In carrying out its obligations under this Program, Palm may choose to monitor the quality of its responses by recording part or all of the calls or other communications between you and Palm. e) You agree that any information disclosed to Palm under this Program is not confidential or proprietary to you. You further agree that Palm may collect and process data on your behalf when it provides Services to you under this Program. This may include sharing your data with affiliated companies or service providers in countries where data protection laws may be less comprehensive than your country of residence. f) Palm has security measures in place to protect your data against unauthorized access, disclosure or destruction. While we use reasonable security measures to deliver the Services, you agree that no data transmission over the Internet can be guaranteed to be completely secure and, in any event, Palm cannot guarantee that any personal information that you submit in connection with the Services will be free from unauthorized intrusion. g) The Terms of this Program prevail over any conflicting, additional, or other terms regarding this Program or Palm's services and constitute your and Palm's complete understanding with respect to the Program. h) Palm reserves the right to change these Terms at any time for any reason. i) The headings contained herein are for your convenience and reference only. These headings do not limit or affect these Terms. j) If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Palm, Inc.
950 W. Maude Ave.
Sunnyvale, CA 94085
(408) 617-7000
LogMeIn Rescue Terms and Conditions
IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, ORDERING OR ACCESSING ANY SERVICES AND/OR SOFTWARE FROM LOGMEIN, INC. ("LMI"). If you are dissatisfied with these legal notices and terms and conditions, you agree that your sole and exclusive remedy is to discontinue using the Products (as defined below). LMI is the third-party provider of this rescue service. These terms and conditions ("Terms") govern the use and licensing by LMI of the Rescue+Mobile application and any related product, software or service (the "Product"). BY USING ANY OF THE PRODUCTS OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AUTHORIZED TO ACCEPT AND BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE, SERVICE AND/OR PRODUCT (THE "CONTRACTING PARTY") AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY TO BE BOUND BY ALL OF THESE TERMS, INCLUDING FOR EXAMPLE, THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW, TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS THOSE LISTED ON A SEPARATE PURCHASE ORDER. LMI reserves the right, exercised in its sole discretion, to change, modify, add, or delete portions of these Terms at any time in accordance with the procedures set forth below in the section labeled "Modifications".
1. Age Restriction
You may not use the Products if You are under 18 years of age. By using the Products You and the Contracting Party represent to LMI that You are 18 years of age or older. If LMI determines, in its sole discretion, that You or the Contracting Party are not an appropriate subscriber or user of the Products, including being under the age of 18, LMI may terminate all rights to access, receive, use and license the Products and any software associated with the Products immediately upon notice.
2. Conduct
You and the Contracting Party are solely responsible for the content of Your computer, phone and/or website and its transmissions when using the Products. LMI does, however, reserve the right to take any action with respect to the same that LMI in its sole discretion deems necessary or appropriate. The use of the Products by You and the Contracting Party is subject to the end user license agreement set forth below and all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, antidiscrimination or false advertising). You and the Contracting Party agree: (i) to comply with all applicable United States laws, rules and other applicable regulations; (ii) not to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus or other harmful component; (iii) not to use the Products for illegal purposes; (iv) not to delete from the Products, software, documentation or any web site used in connection with the Products any legal notices, disclaimers, or proprietary notices such as copyright or trademark symbols, or modify any logos that You do not own or have express permission to modify; (v) not to interfere with or disrupt networks connected to the Products; (vi) not to use the Products, service or software associated with the Products to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You and the Contracting Party will not attempt to gain unauthorized access to other computer systems or interfere with another user's use and enjoyment of the Products.
3. Modifications
LMI may amend these Terms at any time by (i) posting a revised Terms document on or accessible through https://secure.logmein.com or the Product and/or (ii) sending information regarding the Terms amendment to the email address You may be required to provide to LMI. You and the Contracting Party manifest intent to accept these amended terms if You or the Contracting Party continues to use any of the Products after such amended terms have been posted or sent to You or the Contracting Party. If You or the Contracting Party do not agree with any such modifications You shall notify LMI during that 30 day period and at the end of the 30 day period these Terms shall be deemed terminated and may no longer use the Products unless LMI expressly agrees to waive such modifications to which You object. You and the Contracting Party may not amend these Terms without the prior written consent of LMI. Further, LMI reserves the right to modify or discontinue the Products or any service related to the Products with or without notice to You or the Contracting Party. LMI shall not be liable to You and the Contracting Party or any third party should LMI exercise its right to modify or discontinue the Products or any service related to the Products.
4. Passwords and Security
4.1 You and the Contracting Party agree to carefully safeguard all of Your passwords. You and the Contracting Party are solely responsible if You or the Contracting Party do not maintain the confidentiality of Your passwords. Furthermore, You and the Contracting Party are solely responsible for any and all activity that occurs on your computer or phone. You and the Contracting Party agree to immediately notify LMI of any unauthorized use or any other breach of security known to You or the Contracting Party, including if You or the Contracting Party believe that Your passwords or any account information have been stolen or otherwise compromised. Access to, and use of, password-protected and/or secure aspects of the Products is restricted to authorized users only. Unauthorized individuals attempting to use the Products may be subject to prosecution.
4.2 LMI is not liable for any loss incurred by You or the Contracting Party, resulting from another's use of Your password, or public / private key, as may be applicable, either with or without Your knowledge. However, You and the Contracting Party may be held liable for losses incurred by LMI or another party due to another's use of Your password, or public / private key.
5. End User License Agreement
This end user license agreement grants a right and license allowing You and the Contracting Party to use the Product and other software associated with the Product (together, the "Licensed Programs") under certain restrictions, terms and conditions (the "License Agreement"). You and the Contracting Party are consenting to be bound by this License Agreement.
5.1 The Licensed Programs are made available solely for download and solely for use by You and the Contracting Party according to this License Agreement. Any reproduction or redistribution of the Licensed Programs that is not in accordance with this License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. LMI is not transferring title or any ownership to the Licensed Programs to You or the Contracting Party.
5.2 You and the Contracting Party acknowledge that the Licensed Programs are proprietary to LMI and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, You and the Contracting Party agree that You and the Contracting Party are only permitted to use the Licensed Programs as expressly authorized by LMI and this License Agreement. You and the Contracting Party may not remove any proprietary notices or labels from the Licensed Programs. You may copy the Licensed Programs for archival purposes only, provided any copy must contain all original proprietary notices. However, You and the Contracting Party may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Programs to a human-readable form. You and the Contracting Party may not reproduce (except for archival purposes), distribute or create derivative works based on the Licensed Programs without expressly being authorized in writing to do so by LMI. Further, You and the Contracting Party may not rent, lease, grant a security interest in or otherwise transfer rights to the Licensed Programs. All rights not expressly granted in this License Agreement are reserved to LMI.
5.3 ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH THE PRODUCTS IS PROTECTED BY COPYRIGHT AND/OR TRADEMARK LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LMI. YOU, THE CONTRACTING PARTY AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
6. Disclaimer of Warranties
6.1 Although LMI has attempted to provide accurate information with regard to the Products, LMI assumes no responsibility for the accuracy or inaccuracy of the information. LMI may change the Products at any time without notice. Mention of non-LMI products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Use of the Products is at the Your and the Contracting Party's risk.
6.2 ALL INFORMATION, SERVICES, DOCUMENTATION AND PRODUCTS PROVIDED BY LMI ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
7. Limitations of Damages and Liability
7.1 LMI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICE, OR LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LMI BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF LMI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 IN NO EVENT SHALL LMI'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU OR THE CONTRACTING PARTY PAID TO LMI, IF ANY, FOR THE PRODUCTS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
7.4 LMI IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE TO ANY CONTENT ON YOUR OR THE CONTRACTING PARTY'S COMPUTER OR PHONE AND YOU AND THE CONTRACTING PARTY ARE SOLELY RESPONSIBLE FOR SAVING, BACKING-UP OR OTHERWISE PROVIDING FOR THE PROTECTION OF ALL SOFTWARE AND CONTENT PRIOR TO USING THE PRODUCTS.
8. Title
Title, ownership rights and intellectual property rights in the Products shall remain with LMI or its suppliers. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Products is the property of the applicable content owner and is protected by applicable law. The License granted under these Terms gives the You and the Contracting Party no rights to such content. LMI, associated logos, and other names, logos, icons and marks identifying LMI's products and services are trademarks or service marks of LMI (collectively the "Trademarks") and may not be used without the prior written permission of LMI. All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of LMI or such third party that may own the Trademarks. Use by You and the Contracting Party of the Trademarks except as provided in these Terms is strictly prohibited.
9. Refunds
Notwithstanding any provision of these Terms or any course of dealing between the parties, in the event of termination of your use of the Products for any reason or no reason, You and the Contracting Party will not receive any refund whatsoever of amounts already paid, if any, to LMI and will remain obligated to pay all other amounts, if any, due LMI. All payments, if any, by You and the Contracting Party, or either of you, to LMI are final.
10. Termination
LMI may in its sole discretion immediately terminate this license and right to use the Products or any service or software associated with the Products for any reason or no reason including if (i) You or the Contracting Party breach these Terms in any way; (ii) LMI is unable to verify or authenticate any information You provide to LMI; (iii) such information is or becomes inaccurate; or (iv) LMI decides, in its sole discretion, to discontinue offering the Products or any service or software associated with the Products. LMI shall not be liable to You, the Contracting Party or any third party for termination of the Products or any service or software associated with the Products. Upon expiration or termination for any reason or no reason, You and the Contracting Party are no longer authorized to use the Products or any service or software associated with the Products. When these Terms are terminated You will no longer have access to data and other material You or the Contracting Party may have stored in connection with the Products or any service or software associated with the Products and that material may be deleted by LMI. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law survive any termination, expiration or rescission of these Terms.
11. Export Law Assurances
The Products are subject to United States Export Controls. No Products or any service or software associated with the Products may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By subscribing to the Products or any service or software associated with the Products, You and the Contracting Party represent and warrant that You and the Contracting Party are not located in, under the control of, or a national or resident of any such country or on any such list.
12. High Risk Activities
The Products or any service or software associated with the Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Products or software could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, LMI and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
13. Indemnification
You and the Contracting Party are responsible for maintaining the confidentiality of Your personal information and any information contained on your computer or phone. You and the Contracting Party are also responsible for all activities that occur on your computer or phone. You and the Contracting Party hereby agree to indemnify, defend and hold LMI and its affiliates, officers, directors, employees, owners, information providers, agents, licensees, licensors ("The Indemnified Parties") harmless from and against any and all liabilities, claims, costs, including reasonable attorneys' fees, incurred by The Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of any breach by You of these terms of use or claims arising from Your use of the Products. You and the Contracting Party agree to use Your best efforts to cooperate with LMI in the defense of any demand, claim, action or suit. LMI reserves the right to assume the exclusive defense of any matter subject to indemnification by You at LMI's own expense.
14. Confidentiality
You and the Contracting Party shall maintain the confidentiality of information that has been, and will continue to be, provided to You by LMI in connection with the use of the Products or any service or software associated with the Products. You and the Contracting Party specifically agree as follows:
14.1 Obligations. You and the Contracting Party shall (a) maintain in confidence all such information, including but not limited to the Products or any service or software associated with the Products, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by the terms of these confidentiality terms), and (c) not use LMI's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of LMI. You and the Contracting Party shall have no right, title, or interest in or to the confidential information.
14.2 Confidential Information. Information considered confidential by LMI includes, without limitation, information of LMI relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by LMI to the public, (e) information concerning Your and the Contracting Party's use of the Products, and (f) the Products.
14.3 Exclusions. The obligations imposed by these confidentiality terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; or (b) is proven by You to have been independently developed by employees of Your organization who have not had access to such confidential information; or (c) is or becomes generally publicly available through no wrongful act of You or any Contracting Party; or (d) is already known to You as evidenced by documentation bearing a date prior to the date of disclosure; or (e) is approved for release in writing by an authorized representative of LMI; or (f) is required to be disclosed pursuant to court order, duly authorized subpoena, or governmental authority (but You shall immediately give LMI written notice and an opportunity to contest such required disclosure).
14.4 Remedies. The parties agree that the remedy at law for any breach of any of the covenants and agreements set forth in these confidentiality terms may be inadequate and that, in the event of any such breach or threatened breach, LMI shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without the necessity of proving damages. You and the Contracting Party further agree that the terms of these confidentiality terms shall in no way restrict or limit any other remedies LMI may have against You and the Contracting Party. LMI shall be entitled to recover the costs including but not limited to reasonable attorney's fees, to enforce its rights under these confidentiality terms.
14.5 Return of Confidential Information. Upon the written request of LMI, You and the Contracting Party shall return, or certify that it has destroyed, all information disclosed under these confidentiality terms and any memorandum, diagrams, or any other documents containing any information disclosed under these confidentiality terms.
14.6 Enforceability. In the event any one or more of the provisions of these confidentiality terms shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
14.7 Application. This Confidentiality Agreement shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these confidentiality terms that may be associated with any particular information disclosed hereunder.
14.8 Surviving Obligations. The confidentiality obligations under these Terms shall survive any termination, expirations, or rescission of these Terms, as well as continue beyond any time in which You were using the Products.
15. Links to Third-Party Web Sites
The Products may contain links to other sites operated by third parties, including but not limited to third-party sites that display LMI trademarks. These links are available for your convenience and are intended only to enable access to these third-party sites and for no other purpose.
LMI does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, or any other representation about any third-party site or its content. A link to a third-party site does not constitute sponsorship, endorsement, approval, or responsibility. LMI makes no representation or warranty as to any products or services offered on any third-party site.
Conditions of use and privacy policies for third-party sites may differ substantially from the legal notices that apply to your use of the Products. Please review the conditions of use for all third-party sites for more information about the terms and conditions that apply to them.
16. Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of software or other computer programming, (ii) natural weather events, or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under these Terms, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
17. Miscellaneous
17.1 These Terms represents the complete agreement concerning the subject matter of the Terms and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties.
17.2 These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the laws of the United States, without giving effect to any principles of conflict of law. You and the Contracting Party agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Boston, Massachusetts, and You and the Contracting Party hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
17.3 If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
17.4 Notices by LMI to You or the Contracting Party may be sent to the email address You provide to LMI or otherwise by any means that LMI determines in its sole discretion as likely to come to Your attention. All other notices in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of the parties provided to the other party.
Copyright © 2005-2008 LogMeIn, Inc.
All rights reserved.
