PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 10. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE ANY OF THE SERVICE.
1.1 These Terms of Service (this “Agreement”) govern your use of the websites, other digital and electronic platforms, and their associated content, communications, tools, features, functionality and services (collectively, the “Service”), whether or not log-in or registration is required to access them, including interactive communities and other chat and forum discussion areas, some of which offer “Q&A,” “Ask An Expert” and similar features (the “Communities”), in each case which are owned and operated by Metric Centric, LLC and their respective divisions, subsidiaries and other affiliates (collectively, “Metric Centric” or “we”).
1.2 Certain products and services offered by Metric Centric which are governed by this Agreement also are governed by additional terms which are specified in a separate written agreement between one or more Metric Centric entities and you or your company and/or are accessible directly from the website or other digital or electronic platform through which such products and services are delivered (“Additional Terms”; the terms of this Agreement and all applicable Additional Terms, the “Service Terms”). To the extent (but only to the extent) of any conflict between this Agreement and Additional Terms, such Additional Terms shall control with respect to your use of such product(s) or service(s) only. We reserve the right, in our sole discretion, to update or otherwise revise or modify all or any part of this Agreement (“Terms of Service Changes”) at any time, and you are user deemed to be apprised of and bound by all such Terms of Service Changes, effective immediately upon your first use of the Service after the posting and confirmation of such Terms of Service Changes by Metric Centric’s updating the date indicated after the phrase “Last Updated” at the top of this Agreement. Terms of Service Changes will only affect your and our respective rights and obligations from and after the effective date of such Terms of Service Changes with respect to you in accordance with the preceding sentence.
1.3 By accessing the Service, you affirmatively indicate your binding acknowledgment and acceptance of all Service Terms, including the Terms of Service Changes made by Metric Centric as permitted above, and your agreement to be bound by and comply fully with the Service Terms in their entirety. Failure to comply fully with the Service Terms may result in restriction, suspension, blockage or termination of access and use privileges for all or any part of the Service at any time without prior notice from or liability of Metric Centric, and may result in additional legal actions taken against the offending individuals and organizations, in each case in our sole discretion. If you do not agree to any portion of this Agreement, you may not use the Service (or any portion thereof).
1.5 In consideration of your use of the Service, you represent, warrant and covenant to us that:
(a) If you access the Service in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by the Service Terms.
(b) You are at least 18 years old, you are competent, and you have the capacity and authority necessary to enter into, and perform your obligations under, the Service Terms (including on behalf of such person or entity, if applicable), and you are not a person barred from receiving the Service under the laws of the United States or any other applicable jurisdiction.
(c) You will comply with all applicable laws, rules and regulations of all applicable jurisdictions in connection with your use of the Service.
2. General Intellectual Property Ownership Rights.
You acknowledge and agree that the tools and applications, data and other information, content, services and software (including all text, logos, photographs, graphics, images, video, audio, illustrations, software, html, source and object code, algorithms, business logic, modules, programs, links and other materials), product names, logos, designs, titles, and certain words or phrases, in each case displayed on, transmitted through, or accessed or used on, within, or in connection with the Service (all of the foregoing, collectively, “Service Content”), are intellectual property protected by copyright, trademark or other proprietary rights of Metric Centric or its licensors, suppliers or other designees, which rights may or may not be registered in certain jurisdictions. You acknowledge and agree that Metric Centric reserves and retains, for itself and such third parties, as applicable, all intellectual property and other proprietary rights of any and all kinds in connection with the Service. You also agree to comply with any additional copyright notices, information, or restrictions contained in any Service Content available on or accessed through the Service.
3. Posts To Communities On The Service.
Designated Communities within the Service permit you and other authorized users to post, submit, upload, transmit or otherwise make available comments, questions, answers, opinions, reviews, content, links, information (including profile information), communications and/or other material (each, a “Post”), all of which must comply with and are subject to the Service Terms.
3.1 By making Posts, you are consenting to allow us to display them to all users of the applicable Community (including those who are not logged in, or registered to participate in, the Community), and to feature them on other Metric Centric properties, in addition to the more general licenses set forth below in this Section 3 (collectively, the “Posts License”).
3.2 You hereby grant to Metric Centric and its designees, an unrestricted, perpetual, irrevocable, worldwide, non-exclusive, freely sub-licensable and transferable, fully paid-up, royalty-free license and right (but not the obligation) to (i) Use your Posts (including the ideas embodied therein) and (ii) use your name, user/log-in name, likeness, biographic and other profile information about you in connection with any use of your Posts, in each case without payment or other additional consideration of any kind, or permission or notification, to you or any third party, and without crediting you. “Use” means, without limitation, the irrevocable right to publish, copy, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license or otherwise use or exploit your Posts, or portions thereof, alone or with other material, with or without revisions, without notice and without obligation, payment, accounting, or other reference or attribution to you or any other person or entity, in the name of Metric Centric or its designees throughout the world in perpetuity in any and all media now or hereafter known and for any purpose, without obtaining further permission from you or any other person or entity.
3.3 Without limiting the foregoing, you also hereby permit Metric Centric and its designees to use portions of your Posts, to modify or rewrite any of your Posts, and/or to incorporate other materials, either created by Metric Centric and/or its designees or licensed from third parties (any of the foregoing, “Edits”), with the Posts, and all resulting Edits and/or derivative works (including, in each case, all intellectual property and proprietary rights therein) shall be owned by Metric Centric and/or such designees and not subject to your approval or payment by Metric Centric or any other party of any compensation to you.
3.4 The Posts License applies whether or not the Posts are or could be protected under applicable intellectual property laws, such as the copyright, trademark or patent laws of or within the United States or any other applicable countries or jurisdictions. You acknowledge and agree that you are receiving good and valuable consideration for the rights you are granting herein, such consideration is adequate, satisfactory, and complete, and includes your right to access and use the Service in accordance with the terms and conditions set forth in the Service Terms. To the maximum extent permitted by law, you hereby waive all moral rights, rights of attribution, rights of privacy and rights of publicity in your Posts that may be available to you in any part of the world. You hereby confirm that no such rights have been or will be asserted.
3.5 You further acknowledge and agree that your Posts do not contain confidential or proprietary information, the relationship between you and Metric Centric is not a confidential, fiduciary, or other special relationship, and Metric Centric is not under any obligation of confidentiality, privacy, secrecy or use restriction of any kind, express or implied, with respect to your Posts, all of which may be used by Metric Centric under the Posts License or any applicable assignment made pursuant to an agreement between Metric Centric and you or your employer, and without any further obligation to you.
3.6 Metric Centric may be considering, contemplating or developing the same or a similar idea (and/or related products, services, concepts, systems or techniques) to one or more ideas (and/or products, services, concepts, systems and/or techniques) reflected in your Posts submitted on the Service, whether before, at the time of or following your submission. Without limiting the Posts License in any respect, you hereby waive any and all claims you may have had, may have currently, and/or may have in the future, that any ideas or materials accepted, reviewed and/or used by Metric Centric and its designees (and/or any related products, services, concepts, systems and/or techniques) in any way (i) may be similar to or unlawfully or otherwise improperly compete with your Posts or any of the contents thereof or (ii) violate any obligation of Metric Centric to you or any other person or entity that in any way is alleged to arise from or relate to your Posts or any of the contents thereof.
3.7 You represent and warrant to us that you are authorized to grant all rights pursuant to the Posts License and, further, your Posts: (i) are truthful and accurate, and contain solely original content owned by you, content for which you have received express permission from the owner and have provided proper attribution to same, or content in the public domain (and you assume all responsibility for making such determinations and acquiring all necessary authorizations and approvals related to your Posts); (ii) do not violate and will not violate the rights of any third party or any local, state, national or foreign law, including any right of publicity, right of privacy, confidentiality or any other contractual or proprietary right, including patent, trademark, copyright and trade secret rights; (iii) disclose all affiliations or relations necessary so that such Posts are not deceptive or misleading (for example, if you are commenting upon a company and work for that company, then this should be disclosed); and (iv) comply with all other provisions of this Agreement (including Section 6).
4. Managing Posts.
4.1 Metric Centric is under no obligation to review any Posts by users and shall have no responsibility or liability relating to any such Posts or the conduct of any user submitting Posts of any nature. However, Metric Centric shall have the right in its sole discretion, without obligation and without notice or liability, to (or elect not to) delete, move or edit any Posts or other content that it may determine is or may be unlawful or a violation of this Agreement or any other Metric Centric policy or agreement with Metric Centric, or otherwise contains errors or omissions or is unacceptable or inappropriate for any reason.
4.2 Metric Centric cannot guarantee that individuals making Posts or otherwise participating in any Community are who they represent themselves to be, nor does Metric Centric endorse, represent or validate, or have any responsibility or liability for, the content, accuracy or reliability of, or the statements, assertions, views or opinions expressed in, any Posts, and you acknowledge that any reliance upon same shall be at your sole risk.
5. Use Of Service.
Certain General Terms and Use Restrictions
5.1 Metric Centric may change, suspend or discontinue all or any aspect of the Service (including the Communities) at any time, including the availability of any feature, database, or Service Content, without prior notice or liability. Information available in Communities and on other parts of the Service does not, and should not be relied upon to, replace the advice of your own professional legal, tax and financial, or medical advisors.
5.2 You shall not:
(a) access the Service (or any portion thereof) by any means other than through an interface that is provided by Metric Centric for such purpose;
(b) resell use of, or access to, the Service to any third party;
(c) adapt, translate, reverse-engineer, decompile or disassemble, in whole or in part, any Service Content;
(d) except as otherwise specifically and expressly permitted in this Agreement or the applicable Additional Terms, as the case may be, copy, reproduce, duplicate, download, store, modify, publish, transmit, re-license, transfer or sell, reproduce, create derivative works from, distribute, perform, post, display, or in any way commercially use or exploit any of the Service or Service Content, or any access thereto, in whole or in part;
(e) install, upload, post or otherwise facilitate the introduction of a virus, worm, Trojan Horse, Easter egg, time bomb, spyware, or any other computer code, file, or similar program that is harmful, invasive or otherwise intended to damage or hijack the operation of any hardware, software, or telecommunications equipment;
(f) otherwise interfere with or disrupt the operation of, or the servers or networks that provide, the Service (or any portion thereof), including the operation or normal flow of communication and dialogue on any Community; produce a volume of Posts in a given period of time that a single human cannot reasonably manually produce in the same period by using a conventional on-line web browser uploading Posts one at a time; cause a screen to scroll faster than other users are able to type, or otherwise take any action which adversely affects the ability of other users to engage in real time activities on any Community;
(g) remove any copyright, trademark, patent or other proprietary rights notice on any Service Content; or
(h) use any robot, spider, search/retrieval application, or other manual or automatic device or technique to extract, “scrape,” collect, retrieve, index, “data mine,” copy, catalog, download or otherwise reproduce, store or distribute information or content available on the Service (including information about other individuals or companies using the Service or any portion thereof) or in any way reproduce or circumvent the navigational structure or presentation of the Service (or any portion thereof, including any Community).
Certain Additional Restrictions on Use of Communities
5.3 You are prohibited from accepting any compensation from any third party for placing any content in a Post and from making Posts containing any content (or any link to any content) which:
(a) is vulgar, profane, obscene, pornographic, harmful, hateful, abusive, harassing or threatening, libelous, defamatory, false or misleading, or promotes violence, discrimination (whether based on gender, sexual orientation, religion, race, ethnicity, nationality, disability or age), promotes or facilitates religious or political organizations or illegal activities or otherwise contains materials that Metric Centric considers objectionable or inappropriate;
(b) impersonates others or contains personal information about any person or competitive business information about another business or company;
(c) contains unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, except that within a Community we may in our sole discretion permit you to submit Posts with information about your business, including a link to your company website, as long as such information is related to the applicable content topic and otherwise complies with the Service Terms;
(d) contains or launches or provides links or access to software or other applications that may be harmful to another user’s computer or could circumvent, disable or otherwise interfere with security features of the services or features that prevent or restrict use or copying of any content or enforce the Service Terms;
(e) contains viruses or other contaminating or destructive features, or software that could disrupt, damage, disable, burden or impair any Community, the Service or any portion thereof; or
(f) infringes any copyright, trademark, patent or trade secret or otherwise violates any obligation of confidentiality, the intellectual property, privacy, publicity, moral or any other right of any third party, or any applicable law, rule or regulation.
Certain Restrictions on Use of Event Participants Information
6. Links To External Sites.
The Service may contain links to, or otherwise point to, sites on the Internet or other electronic or digital media which are owned and operated by third parties (“External Sites”). You acknowledge that External Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions (“External Site Terms”) that differ from the provisions which apply to the Service, and Metric Centric is not responsible for, and expressly disclaims any and all liability for or related to, the availability of, or the content located on or through, any External Site, its External Site Terms, or any Losses (as defined in Section 7.1) that may arise or result from your navigation to or use of any External Sites. You should contact the administrator or webmaster for those External Sites if you have any concerns regarding the links to them, the content located on such External Sites, or their External Site Terms.
7. General Release And Indemnification; Other Relief.
7.1 You hereby release and agree to indemnify, defend and hold harmless Metric Centric, its affiliates, and all of their respective officers, directors, owners, agents, suppliers, licensors and assigns (collectively, the “Metric Centric Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs and expenses (including administrative costs, investigatory costs, litigation and settlement costs and experts’, auditors’ and attorneys’ fees and disbursements) of whatever nature (any of the foregoing, “Losses”), whether incurred by or issued against any Metric Centric Party, in connection with (i) your Posts, (ii) the use of your Posts by any Metric Centric Party for any purpose in accordance with the Service Terms, (iii) any use or alleged use of the Service or any Service Content, or any violation or alleged violation of applicable law or a third party’s rights, in each case by you or under your user name by any person or entity, whether or not authorized by you. Metric Centric reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with Metric Centric’s defense of such claim.
7.2 You acknowledge that the Service contains Service Content that is highly proprietary and confidential in nature and is protected by applicable intellectual property and other laws, and that unauthorized copying, transfer, or use may cause the Metric Centric Parties and/or its suppliers and licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of the Service Terms may be enforced by Metric Centric by means of equitable relief (including injunctive relief), in addition to all other available rights and remedies.
8. Disclaimer Of Warranties; Limitation Of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE METRIC CENTRIC PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING AS A RESULT OF METRIC CENTRIC’S NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE METRIC CENTRIC PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF METRIC CENTRIC’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO METRIC CENTRIC FOR ACCESS TO OR USE OF THE SERVICE.
9. Modifications To The Services
Metric Centric reserves the right to modify or discontinue, temporarily or permanently, the Service or any features or portions thereof without prior notice. You agree that Metric Centric will not be liable for any modification, suspension or discontinuance of the Service or any part thereof.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH METRIC CENTRIC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM METRIC CENTRIC.
You and Metric Centric agree to arbitrate any dispute arising from these Terms or your use of the Site, except that you and Metric Centric are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Metric Centric agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Metric Centric shall be sent to LegalCounsel@Metric-Centric.com. You and Metric Centric further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Montgomery County in the State of Maryland; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in Maryland have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND METRIC CENTRIC WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
11. Governing Law; Forum
Any dispute between the parties regarding the subject matter of these Terms will be governed by these Terms and the laws of the State of Maryland and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. To the extent the arbitration provision in Section 10 does not apply, you and Metric Centric agree that any action at law or in equity arising out of or relating to the subject matter of these Terms will be filed only in the state and federal courts located in Montgomery County, Maryland.
Metric Centric reserves the right, without advance notice and in its sole discretion, to terminate the Service, and to block or prevent future access to and use of the Service.
If any provision of these Terms shall be deemed 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.