Advent Connection - Terms of Use
Advent Software, Inc. and its affiliates (collectively "Advent") make available software, solutions, programs, interfaces, reports, updates and documentation (collectively, "Software"), information, materials and documents (collectively "Content"), and features, functions, developer tools, download areas, communication forums, training and training applications, product demonstrations, and services (collectively, "Tools") available from the Advent Connection (the "Connection"). The Software, Content, and Tools are collectively referred to herein as "Services".
These Terms of Use ("Terms of Use") apply to the Connection, as well as any features, functions, tools or content that Advent may add to the Connection in the future, and to your use of the Connection. By accessing or otherwise using the Connection, you agree to the terms and conditions as outlined in these Terms of Use. Please carefully read the Terms of Use:
Registration Information and Requirements
When you register for Services or enter into an Agreement, as defined below, with Advent, Advent may ask you to provide certain identifying information. You must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form. You also will choose a user name and a password (together "Account Information") to access your account. You are entirely responsible for maintaining the confidentiality of your Account Information. Your Account Information is personal to you and you may not allow any others to use your Account Information under any circumstances. You agree to notify Advent immediately of any unauthorized use of your Account Information, or of any other breach of security, including any unauthorized access to your account. Advent will not be liable for any loss that you may incur as a result of someone else using your Account Information or accessing your account, either with or without your knowledge. However, you could be held liable for losses incurred by Advent or another party due to someone else using your Account Information or accessing your account. You may not use anyone else's user name, password or account at any time.
Use of the Connection
Your use of the Connection is subject to all applicable local, state, and national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your Account Information. You shall not use, allow or enable others to use the Connection, or knowingly condone use of the Connection by others, in any manner that is, attempts to, or is likely to: (i) be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory or abusive or which may or may appear to, impersonate anyone else; (ii) affect Advent adversely or reflect negatively on Advent, the Connection, Advent's goodwill, name or reputation; or (iii) discourage any person, firm or enterprise from using all or any portion of the Services on the Connection, or from advertising, linking or becoming a supplier to Advent in connection with the Connection. In addition, you shall not or enable others to (a) send or transmit junk e-mail, chain letters, duplicative or unsolicited messages through the Connection, or otherwise engage in so-called "spamming", "flooding", "crashing" and "phishing" through the Connection; (b) access or use the Connection, except as expressly allowed through the Connection, for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form or compensation or link to any other Third Party Site, as defined below; (c) transmit, distribute, or upload programs or material that contain malicious code, such as viruses, time bombs, worms, Trojan horses, spyware, or other potentially harmful programs or other materials or information; (d) violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of Advent's or of any other person, firm or enterprise; (e) collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Connection, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.
You may download, view, copy and print Content from the Connection subject to the following: (a) the Content may be used solely for personal, informational, non-commercial purposes; and (b) the Content may not be modified or altered in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content obtained from the Connection. As a condition of your use of the Connection, you warrant to Advent that you will not use the Connection for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Connection in any manner that could damage, disable, overburden, or impair any Advent server, or the network(s) connected to any Advent server, or interfere with any other party's use and enjoyment of the Connection. You may not attempt to gain unauthorized access to the Connection, other accounts, computer systems or networks connected to any Advent server or to the Connection, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Connection. Advent reserves the right to revoke your access and use of the Connection (including your Account Information), and any such access or use of the Connection by you shall be discontinued immediately upon notice from Advent.
The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, web logs (i.e., blogs), personal Web pages, calendars, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). The Communication Services are being provided to you solely for your convenience. You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. Messages that are posted for an illegal purpose or that transmit content that is unlawful, harassing, or invasive of another's privacy, harmful, vulgar, obscene, or otherwise objectionable, may result in removal of messages, termination of your registration, or legal action. Neither Advent nor any of its agents endorse or assume any responsibility for or guarantee the accuracy, currency, completeness or usefulness of information in any material in the Communication Services and, therefore, Advent specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorized Advent spokespersons, and their views do not necessarily reflect those of Advent. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials. You agree that to the extent you rely on information posted, you do so solely at your own risk and that neither Advent nor any of its affiliates, agents, employees or suppliers shall be liable. You agree that all materials you post you are placing in the public domain without reservation of any rights or further control over the posting or its use and you specifically authorize Advent to use such posting in whole or in part, perpetually, without any compensation to you. Advent has no obligation to monitor the Communication Services. However, Advent reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Advent reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Advent reserves the right at all times to disclose any information as Advent deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Advent's sole discretion. In no event will Advent be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of Advents monitoring services.
Training
The Tools made available by Advent may include training applications, including, but not limited to, Web-based training for your use ("Training"). Advent specifically disclaims any liability with regard to the Training and any actions resulting from your participation in any Training. You agree that to the extent you rely on any Training, you do so solely at your own risk and that neither Advent nor any of its agents shall be liable.
Access to and use of Software
You may be provided access to Software for download from the Connection. The Software that is made available for download from the Connection is the intellectual property of Advent and/or its suppliers. You may only download Software from the Connection subject to the following: (a) any use of the Software you download from the Connection is subject to the terms of a separate agreement or agreements (each, an "Agreement") between you and Advent; and (b) you must read each Agreement and indicate your agreement to its terms prior to downloading the Software. All rights, title and interest not expressly granted herein are reserved.
Warranties and Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND ADVENT, (A) ALL SOFTWARE, CONTENT, TOOLS, TRAINING, AND THIRD-PARTY SITES ON THE CONNECTION AND THE CONNECTION ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING; (B) ADVENT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS AND ACCURACY OF THE SOFTWARE, CONTENT, TOOLS, TRAINING, AND THIRD-PARTY SITES CONTAINED ON THE CONNECTION OR THE CONNECTION; (C) ADVENT ASSUMES NO RESPONSIBILITY FOR ERRORS, INACCURACIES OR OMISSIONS IN ANY SOFTWARE, CONTENT, TOOLS, TRAINING, AND THIRD-PARTY SITES ON THE CONNECTION OR THE CONNECTION.
Limitation of Liability
IN NO EVENT SHALL ADVENT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE, NON-USE, PROVISION, PERFORMANCE OR FAILURE OF PERFORMANCE OF THE CONNECTION, SOFTWARE, CONTENT, TOOLS, TRAINING, AND THIRD-PARTY SITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
The Connection can be accessed from other countries around the world and may contain references to Advent services and solutions that have not been announced in your country. These references do not imply that Advent intends to announce such services or solutions in your country.
Indemnification
You agree to indemnify and hold Advent and its agents, employees, and licensors (including third party providers) harmless from and against any claims, demands, losses, costs or expenses, including attorneys' fees, made by any person arising out of your violation of these Terms of Use or any other person's rights, including, but not limited to, infringement of any copyright or violation of any proprietary or privacy right.
Forward-Looking Statements Disclaimer
The Connection may now, or hereafter from time to time, contain forward-looking statements or information regarding Advent that involve risks or uncertainties, and these may pertain to: (i) the projection of revenues, income, earnings per share, capital expenditures, dividends, capital structure or other financial items; (ii) the plans, objectives and/or projections of Advent for future operations, including those relating to the products or services of Advent; (iii) future economic performance; (iv) assumptions underlying or relating to any of the forgoing statements or information; and (v) any other projections, estimates or forward-looking statements. All such statements and information are forward-looking statements within the meanings of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. The statements contained on the Connection that are not purely historical are forward-looking statements. Such forward-looking statements are based upon, or will be based upon, the then current views of Advent or its management with respect to future events, plans or expectations and are subject to a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, Advent's actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by Advent or any other person that future events, plans or expectations contemplated by Advent will be achieved. Advent undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements that may reflect events or circumstances occurring after the date posted.
For further detail and information concerning potential factors which could cause future events, plans or expectations to materially differ or concerning Advent in general, please consult Advent's documents and reports now or hereafter on file with the U.S. Securities and Exchange Commission, particularly Advent's most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Feedback; Confidential Information; Privacy
Any information or material sent to Advent in connection with any use of the Connection or the Services is not confidential and may be disclosed by Advent in its sole discretion and you grant Advent an unrestricted, royalty-free, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information (or any portion thereof), and you also agree that Advent is free to use any ideas, concepts, know-how or techniques that you send to Advent for any purpose.
By accessing the Connection or the Services, you may have access to Advent information that is confidential and trade secret ("Confidential Information"). Confidential Information includes, but is not limited to and whether or not identified as confidential, information concerning Software, Content, Tools, Training, and information relating to Advent's business methods, business plans, customer or third party information, methodologies, internal policies and procedures, test results (including the results of any evaluation of the Software or of a pre-production release thereof), source code, inventions, algorithms, and all other business, technical and financial information you may obtain on the Connection or from access to the Services.
You agree to hold the Confidential Information in confidence until the applicable Confidential Information no longer qualifies as Confidential Information pursuant to these Terms of Use. You further agree that, unless required by law, you will not make Advent's Confidential Information available in any form to any third-party, use or permit use of such Confidential Information for any purpose other than as expressly permitted herein or as expressly permitted in an Agreement. You agree to take all reasonable steps to ensure that Confidential Information is not used, disclosed or distributed by your employees or agents to any third party in violation of these Terms of Use.
Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission by you; (b) Advent discloses to a third-party without restriction on disclosure; (c) is disclosed to you by a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (d) is independently developed by your employees who had no access to such information; or (e) is already lawfully known to you without nondisclosure obligations before you received the Confidential Information from Advent. If you are requested or required to disclose Confidential Information pursuant to a subpoena, court order or other similar process ("Court Order") or governmental requirements, including applicable securities laws, it is agreed that to the extent permitted by applicable law, rule or regulation or Court Order, you shall provide Advent with prompt notice of such request(s) so that Advent may cooperate to seek an appropriate protective order. In the event that the parties are not successful in obtaining a protective order and that you are, in the opinion of your counsel, compelled to disclose the Confidential Information under pain of liability for contempt of court or other censure or penalty, you may disclose such information solely in accordance with and for the limited purpose of compliance with the Court Order or governmental requirement without liability hereunder.
Links to Third-Party Web Sites
The Connection may contain links to third-party Web sites, which are not under the control of Advent (each a "Third-Party Site"). Advent makes no representations whatsoever as to any Third-Party Sites to which you may have access to through the Connection. When you access a Third-Party Site, you do so at your own risk. Advent is not responsible for the accuracy or reliability of any information, data, opinions, advice, statements, content, goods, or services ("Materials") made available on a Third-Party Site. Advent provides links to Third-Party Sites merely as a convenience and the inclusion of such links does not imply that Advent endorses or accepts any responsibility for the Materials or your use of the Materials. You agree that under no circumstances will you hold Advent liable for any loss or damage caused by your use of or reliance on the Materials or the Third-Party Sites.
Modification to the Connection
Advent reserves the right to modify, relocate, suspend, or discontinue, temporarily or permanently, the Connection or the Services (or any part, element, section, feature, function, or portion of the Connection or the Services) with or without notice. You agree that Advent will not be liable to you or to any third party for any modification, relocation, suspension or discontinuance of the Connection or the Services (or any part, element, section, feature, function, or portion of the Connection or the Services).
Export Control Laws; U.S. Government Rights
The Software, Content, and Tools provided or made available on the Connection are subject to United States' export administration laws and regulations. You may not access, download, use or export the Software, Content, or Tools provided or made available on the Connection in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not directly or indirectly provide or otherwise export or re-export the Software, Content, or Tools in violation of any such restrictions, laws or regulations, or without all necessary approvals. The Software is deemed to be "commercial items" and "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or accompanying documentation by the U.S. Government shall be governed solely by the these Terms of Use or any applicable Agreement.
Copyright and Ownership
Copyright in the Software, Content, and Tools is claimed by Advent and is protected under United States Copyright Act, Title 17, U.S. Code § 117. Except as otherwise permitted herein, no content on the Connection may be reproduced in any form or by any means without the prior written consent of Advent. All other rights, title and interest not expressly granted are reserved. Elements of the Connection are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
Collection of Information, Email Publication and Privacy
Certain pages of the Connection contain forms that allow you to request information about Advent's services and solutions. In completing a form, you may be required to provide contact information, such as your name, phone number and e-mail address. Please note that any information you submit implies consent for use of the information, and Advent may use the information from these forms to respond to your request and send you the information you need, including, but not limited to, notification from Advent that software you ordered from Advent is available for download. Information that is collected from you may also be used to improve Advent's Services and to better serve your needs by providing Advent with valuable information about your interest in Advent's services and solutions. Your personal information (such as your name, address and phone number) or your order and the services and solutions you purchase or license from Advent will not be given or sold to any third party organization, unless you give Advent your prior express consent to any specific disclosure. However, this does not apply to information Advent is obliged by applicable laws or regulations to supply or disclose, such as the prevention and detection of crime or the apprehension or prosecution of offenders or for the purpose of national security. Your information may be shared with other companies in the Advent group of companies or Advent's agents and subcontractors in order to provide services and solutions you have requested or for any other authorized purpose under applicable rules.
Advent adheres to the highest standards of ethical practices in all of its operations and is dedicated to protecting your privacy when visiting the Connection and your participation in Advent's email marketing campaigns in accordance with the following terms and conditions: (a) Gathering and Use of Information: Advent collects information voluntarily provided by you through the Connection. Information that is collected may be used to notify you of services and solutions available from Advent, and to better serve your needs. While Advent does share personally identifiable information with Advent's affiliates and business partners, Advent does not currently provide personal information to any other third party. Should Advent's policy on the use of personal information change, Advent will post an updated policy on the Connection; (b) Email Publications: Advent may occasionally send you information, news and materials regarding Advent, and its products and services that might be of interest to you. With respect to EMEA users, Advent will only do this if: you have given Advent your consent, or Advent has obtained contact details from you in the course of an enquiry for or sale of a product or service and such information concerns similar products and services, and you have not refused Advent the use of your information for this purpose having been given the opportunity to do so on each occasion. Email publications may include basic technology commonly referred to as a "beacon". The email beacon has two functions. First, it determines whether an email recipient has opened an email. This helps Advent maximize the relevancy of subject lines and content, as well as determine readership levels. Second, the beacon determines whether an email recipient is capable of receiving an HTML-based email. This helps Advent optimize email content and improve the overall communication experience. If you prefer not to receive email information from Advent in the future, you can request to be removed from Advent's e-mail lists at any time by 'unsubscribing' in accordance with the instructions on Advent's emails to you.
Connection Users
Advent may record and store information provided by you when you access, visit or otherwise browse the Connection. Advent uses cookie technology to assist in making decisions about changes to the Connection. Cookies help Advent determine, without collecting personal information, which information on the Connection appeals to you by tracking which of Advent's Connection pages are visited and what features are most often used. You may refuse cookies by turning off that feature on your Web browser, but Advent does not recommend doing so.
Company Contacts
You will have the ability to change the contact name and address information for your organization. You hereby agree to the following with respect to changes you make to your contact name and address with respect to your organization: (i) All updated information submitted by you is true and accurate and not subject to any current or pending dispute; (ii) the Advent customer/client (i.e., organization) to which this data applies has given you the direct and full authority and permission to make the changes that are requested by you; and (iii) the Advent customer/client (i.e., organization) and you agree to be responsible for any claims made against Advent, or any losses incurred by Advent, as a result of the implementation of the changes requested by you hereunder.
General
These Terms of Use and all Agreements, unless otherwise indicated on such Agreement, shall be governed by the law of the state of California, without regards to the conflicts of laws principles thereof or the United Nations Convention on International Trade Law. Notwithstanding the foregoing, however, Advent intends for these Terms of Use to comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and Regulations 22 and 23 thereof in particular and Guidance issued by the Information Commissioner. You and Advent also agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts of the State of California with respect to such matters. Advent makes no representations that the Services are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Connection from other locations do so on their own initiative and are responsible for compliance with local laws. If a court of competent jurisdiction deems any provision of these Terms of Use unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. The words "use" or "using" in these Terms of Use means anytime you, directly or indirectly, with or without the aid of a machine or device, access or attempt to access, interact with, use, display, view, print or copy from the Connection, transmit, receive or exchange data or communicate with the Connection, or in any way utilize, benefit from, take advantage of or interact with any function, service or feature of the Connection, for any purpose whatsoever.
Changes to Terms of Use
Advent reserves the right to change, at any time, at its sole discretion, the terms under which the Services are offered. You are responsible for regularly reviewing these Terms of Use. Your continued use of the Connection constitutes your agreement to all such Terms of Use.