PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE
USING OPMANAGER ONDEMAND HOSTED SERVICE (the “Hosted Service). THE USE OF THE
SERVICE WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT
AGREE TO THESE TERMS AND CONDITIONS, DO NOT PROCEED.
OpManager On Demand Hosted Service is offered as closed beta service (the "Beta Service") for the purpose of testing and
evaluation. AdventNet has the sole authority and discretion to determine the
period for testing and evaluation of the Beta Service. AdventNet shall be the
sole judge of the success of such testing and the decision, if any, to offer
any of the Beta Service as a commercial service. You will be under no
obligation to acquire a subscription to use any commercial service as a result
of your subscription to the Beta Service. AdventNet reserves the right to
modify or discontinue, at any time and from time to time, temporarily or
permanently, the Beta Service (or any part thereof) with or without notice. You
agree that AdventNet shall not be liable to you or to any third party for any
harm related to, arising out of, or caused by the modification, suspension or
discontinuance of the Beta Service for any reason. Subscription to the Beta
Service does not entitle you to technical support services although AdventNet
may provide technical support services at its discretion.
License Grant
AdventNet grants you a non-exclusive, non-transferable,
worldwide license to use OpManager On Demand Hosted Service including user
documentation. As part of the Hosted Service, you may be required to install
software components in your computers. AdventNet grants you a non-exclusive, non-transferable, worldwide
license to download, install and use such software components as part of the
Hosted Service. You understand that the Beta Service is offered for trial and
evaluation purposes and assume all risks associated with use of the Beta
Service for business or other critical purposes.
Restriction of use
In addition to all other terms and conditions
of this Agreement, you shall not: (i) transfer or otherwise make available to
any third party the service; (ii) use any software component provided except as
part of the Hosted Service or rent, distribute, transfer, license or sell such
software component; (iii) remove
any copyright or other proprietary notices from the software component or its
copies; (iv) make any copies of the software component except for one back-up
or archival copy, for temporary emergency purposes; (v) reverse engineer, decompile or
disassemble the software components; (vi) violate restrictions placed on
bandwidth usage or the number of devices and probes; or (vii) use the Hosted
Service for illegal purposes.
Fees and Payments
AdventNet reserves the right at any time to
charge or modify fees for the Service. However, such fees shall not be charged
unless your prior agreement to pay such charges is obtained. Thus, if at any
time AdventNet requires a fee for the Service, you will be given reasonable
advance notice of such fees and the opportunity to cancel your membership
before such charges are imposed. If you elect not to pay any fees charged by
AdventNet, AdventNet shall have the right to cease providing the Service to
you.
Spamming and
illegal activities
You agree to be solely responsible for the contents of your transmissions
through the Hosted Service. You agree not to use the Hosted Service for illegal
purposes or for the transmission of material that is unlawful, harassing,
libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar,
obscene, or otherwise objectionable, contains viruses, or that infringes or may
infringe the intellectual property or other rights of another. You agree not to
use the service for the transmission of "junk mail",
"spam", or unsolicited mass distribution of email. AdventNet reserves
the right to terminate your Account if AdventNet believes that you have used
the Hosted Service for any illegal or unauthorized activities.
Personal
Information and Privacy
Personal Information you provide to AdventNet through the Service is
governed by AdventNet Privacy
Policy and applicable laws related to personal information. Your election
to use the Service indicates your acceptance of the terms of the AdventNet Privacy Policy. You
are responsible for maintaining the confidentiality of your Account information
and other sensitive information. You are responsible for all activities that
occur in your Account and you agree to notify AdventNet immediately of any
unauthorized Account use at support@opmanager.com. AdventNet shall not be
responsible for any loss or damage caused to you or to any third party as a
result of any unauthorized access and/or use of your Account, or otherwise.
Confidentiality
The software component(s)
provided to you of the Hosted Service contains proprietary information of
AdventNet that are protected by the laws of the United States and you hereby
agree to take all reasonable efforts to maintain the confidentiality of the
software component. You agree to reasonably communicate the terms and
conditions of these terms and conditions to those persons employed by you who
come into contact with or access the software component(s), and to use
reasonable efforts to ensure their compliance with such terms and conditions,
including but not limited to, not knowingly permitting such persons to use any
portion of the software component(s) for a purpose that is not allowed under
these terms.
Disclaimer of
Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE
OF THE HOSTED SERVICE IS AT YOUR SOLE RISK. THE HOSTED SERVICE IS PROVIDED ON
AN AS-IS-AND-AS-AVAILABLE BASIS. ADVENTNET EXPRESSLY DISCLAIMS ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. ADVENTNET MAKES NO WARRANTY THAT THE HOSTED SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR
OBTAINED THROUGH THE USE OF THE HOSTED SERVICE SHALL BE AT YOUR OWN DISCRETION
AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE HOSTED SERVICE
OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN
OR ORAL, OBTAINED BY YOU FROM ADVENTNET, ITS EMPLOYEES OR REPRESENTATIVES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of
Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL ADVENTNET BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF
BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR
INABILITY TO USE THE SERVICE, EVEN IF ADVENTNET HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH
ADVENTNET RELATED TO THE SERVICE SHALL BE CANCELLATION OF THE SERVICE.
Indemnification
You agree to indemnify and hold harmless AdventNet, its officers, directors,
employees, suppliers, and affiliates, from and against any losses, damages,
fines and expenses (including attorney's fees and costs) arising out of or
relating to any claims that you have used the Hosted Service in violation of
another party's rights, in violation of any law, in violations of any
provisions of these Terms of Service, or any other claim related to your use of
the Hosted Service. You will be solely responsible for ascertaining the
suitability of the Beta Service for your purposes and those of your customers.
You agree to indemnify and hold AdventNet harmless against any and all claims
by your customers against AdventNet for any reason whatsoever.
Governing Law and
Jurisdiction
These
terms and conditions shall be construed, interpreted and governed by the laws
of the State of California exclusive of its conflict of law provisions. Any
dispute arising out of or resulting from subscription to the Hosted Service
shall be subject to the exclusive jurisdiction of Federal and State courts in
Alameda County, California.
Termination
You agree that AdventNet may terminate your
Account and access to the Hosted Service for reasons including, but not be
limited to, breaches or violations of these Terms of Service, a request by you
to terminate your Account, discontinuance or material modification to the
Hosted Service, unexpected technical issues or problems, extended periods of
inactivity and requests by law enforcement or other government agencies.
Termination of your AdventNet Account includes termination of access to the
Service, deletion of your Account information such as your e-mail ID and
Password and deletion of data in your Account as permitted or required by law.
Upon Termination, you agree to uninstall and destroy software components
provided to you as part of the Hosted Service.
END OF TERMS OF
SERVICE
If you have any questions or concerns regarding this agreement, please
contact us at legal@adventnet.com
