ACCEPTANCE OF TERMS
INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS; TRADEMARK INFORMATION
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of Exoot Systems Incorporated or other third parties. You are not permitted to use the Marks without the prior written consent of Exoot Systems Incorporated or such third party that may own the Marks. Exoot and the Exoot logo are the property of Exoot Systems Incorporated.
USE OF SITE AND SERVICES
You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to access or use the Site, Services and Materials. You must adhere to all limitations on dissemination, usage and reproduction of any Materials that you download from the Site that are subject to such limitations. You agree to use the Services only to access, download, utilize, post, send or receive Materials in an appropriate manner as related to the particular Materials or Services being accessed or used by you. As some examples of improper activities when accessing or using the Site, Services or Materials, you agree that you shall not:
- Collect, harvest, mine or engage in any other activity to obtain e-mail addresses, phone numbers, personal information or any other information about others.
- Use or attempt to gain access to or use another's account, password, Service, Materials or computer systems or networks connected to any Exoot server or to the Site without authorization from Exoot, whether through hacking, password mining or any other means.
- Remove or falsely add to any uploaded Materials any copyright, trademark or other legal or proprietary rights notices, author attributions or other information such as origin or source of the Material.
- Access or attempt to access any Material that you are not authorized to access or Materials through any means not intentionally made available through the Site or Services.
- Make available any files containing Materials where you do not own or control, or have not received the necessary licenses to, all Intellectual Property Rights, rights of privacy and publicity and all other rights in and to such Materials.
- Use any Materials in any manner that infringes any Intellectual Property Rights or other rights of any party.
- Disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked sites.
- Transmit unsolicited or bulk communications to any Exoot account holder or to any Exoot Site or affiliated email address.
- Post or otherwise submit any software, programs or files that are harmful or disruptive of another’s equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms.
- Create a false identity for the purpose of misleading others.
- Download any Materials posted by another that you know, or reasonably should know, cannot be legally reproduced, distributed, performed or displayed in such manner.
- Disrupt, interfere or inhibit any other user from using and enjoying the Site or other affiliated or linked sites, Materials or Services.
- Breach any guidelines or other codes of conduct applicable to a particular Service or Materials.
- Access or use the Site in any manner that could damage, disable, overburden or impair any Exoot server or the network(s) connected to any Exoot server.
- Post or otherwise submit any topic, name, material or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful, or otherwise objectionable.
- Prepare, compile, use, download or otherwise copy any Site user directory or other user or usage information or any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such directory or information to any third party.
- Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages (commercial or otherwise).
- Violate the rights of any of Exoot or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.
- Use any Exoot domain name as a pseudonymous return email address.
- Market any goods or services for any business purpose (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Exoot.
Exoot, in its sole discretion, may (but has no obligation to) monitor or review the Materials and Services at any time. Exoot may at any time without notice and in its sole discretion: (a) terminate a Service, access to or use of any Materials or an area of the Site where Materials are posted or submitted; and (b) disclose any information related to your use of a Service or Material, or the substance of any of your posted or submitted Materials, as Exoot deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any personally identifiable information about yourself or your children in any Services or when you post or otherwise submit any Materials.
If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. If required, you must also choose a user name and password for such account. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify Exoot immediately. If any Services or Materials provide password-restricted access to your sensitive information (including customer lists and contractual terms), then by accessing or using this Site and setting up a password-restricted account for such Services or Materials, you consent to Exoot's display of such information via such Services or Materials and accept all risks of unauthorized access to such information.
USE OF SOFTWARE
IF THE SOFTWARE IS A PRE-RELEASE VERSION, then, notwithstanding anything to the contrary included within a license agreement accompanying the software, you are not permitted to use or otherwise rely on the software for any commercial or production purpose.
Any Software which is downloaded from or made available via the Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Exoot Systems Incorporated.
YOU ACKNOWLEDGE THAT THE SOFTWARE FOUND ON THE SITE IS PRE-RELEASE SOFTWARE THAT DOES NOT REPRESENT A FINAL PRODUCT, AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES.
YOU ACKNOWLEDGE THAT EXOOT HAS NOT PUBLICLY ANNOUNCED THE AVAILABILITY OF THE FINAL COMMERCIAL VERSION OF THE SOFTWARE, THAT EXOOT HAS NOT PROMISED OR GUARANTEED TO YOU THAT A FINAL COMMERCIAL VERSION OF THE SOFTWARE WILL BE ANNOUNCED OR MADE AVAILABLE TO ANYONE IN THE FUTURE, THAT EXOOT HAS NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO ANNOUNCE OR INTRODUCE THE SOFTWARE AND THAT EXOOT MAY NOT INTRODUCE A PRODUCT SIMILAR OR COMPATIBLE WITH THE SOFTWARE.
THIS SITE, SERVICES AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. EXOOT MAY MAKE CHANGES TO THE SITE, MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SOFTWARE OR PRODUCTS LISTED, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE, MATERIALS AND SERVICES MAY BE OUT OF DATE, AND EXOOT MAKES NO COMMITMENT TO UPDATE THE SITE, MATERIALS AND SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT: (i) EXOOT DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) EXOOT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) EXOOT SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.
EXOOT DOES NOT CONTROL OR ENDORSE THE MATERIALS FOUND IN ANY SERVICES AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE SITE, SERVICES AND ANY ACTIONS RESULTING FROM YOUR USE OF THE SITE AND MATERIALS AND PARTICIPATION IN ANY SERVICES.MANAGERS, HOSTS, PARTICIPANTS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED EXOOT SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF EXOOT.TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXOOT WILL HAVE NO LIABILITY RELATED TO USER MATERIALS ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. EXOOT ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER MATERIALS.
EXOOT SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
USE OF EXOOT MATERIALS AND USER CONTENT
Except as indicated to the contrary elsewhere on this Site, you may view, download, and print the Exoot Materials and User Content available on this Site subject to the following conditions:
- The Exoot Materials and User Content may be accessed and used solely for personal, informational, non-commercial and internal purposes.
- The Exoot Materials and User Content may not be modified or altered in any way.
- The Exoot Materials and User Content on the Site may not be distributed or sold, rented, leased, licensed or otherwise made available to others.
- You may not remove any copyright or other proprietary notices contained in the Exoot Materials and User Content.
- You may not copy or distribute any graphics in the Exoot Materials or User Content apart from their accompanying text.
- You will not quote or display Exoot Materials or User Content, or any portions thereof, out of context.
- Exoot reserves the right to revoke the authorization to view, download and print the Exoot Materials and User Content available via this Site at any time, and any such use shall be discontinued immediately upon notice from Exoot.
- The rights granted to you constitute a license and not a transfer of title.
- Exoot Materials and User Content comprised of Software are subject to the additional provisions governing Software set forth herein.
- Any Exoot Materials or User Content made available only upon payment of a fee or execution of a separate agreement may only be viewed, downloaded and printed subject to your payment of such fee or execution of such separate agreement.
Use of the Exoot Materials or User Content for any other purpose is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
The rights specified above to view, download and print the Exoot Materials and User Content available on this Site are not applicable to the design, layout or look and feel of this Site. Such elements of the Site are protected by law, including trade dress, trademark, unfair competition and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by Exoot. In addition, various sections of the Site may showcase the work of creative professionals. Such Materials (whether Exoot Materials or User Content) belong to their creators, may be protected by Intellectual Property Rights and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
USE OF SHARED CONTENT
You are solely and entirely responsible for all of your User Materials that you post or otherwise submit via the Site or Services. You shall assume all risks associated with the use of your User Materials including any reliance on the accuracy, completeness or usefulness of your User Materials. Exoot does not guarantee the accuracy, integrity or quality of your User Materials. You acknowledge and agree that by accessing or using the Site or Services, you may be exposed to User Materials from others that are offensive, indecent or otherwise objectionable.
EXOOT’S RIGHTS TO SUBMITTED USER MATERIALS
For all of your User Materials that you post or otherwise submit to the Site, including (a) comments to the Site Forums, (b) feedback, (c) bug reports, (d) piracy reports or (e) product suggestions, you grant Exoot and the users of this Site an unrestricted, irrevocable, non-exclusive, worldwide, royalty-free and fully paid up license under all Intellectual Property Rights to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute such User Materials, with or without having your name attached to such User Materials, in any manner or form and for any purpose, with full rights to sublicense such rights to any party through multiple tiers of distribution, and you also acknowledge and agree that Exoot is free to use any ideas, concepts, inventions, methods, know-how or techniques that you provide or describe for any purpose without any compensation to you. You acknowledge and agree that Exoot shall not be liable for any failure to store User Materials on the Site at any time. You represent and warrant that you are authorized to grant all rights set forth herein. Nothing you submit will be deemed confidential information or trade secrets owned by you or any other party.
RESTRICTION AND TERMINATION OF USE
Exoot may block, restrict, disable, suspend or terminate your access to all or part of the Site, Services and Materials at any time in Exoot’s sole discretion, without prior notice or liability to you. Without limiting the preceding sentence, your access to the Site will be suspended, in appropriate circumstances, if you post material that infringe on the intellectual property rights of others. Exoot may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Submitted Materials, without prior notice or liability.
Exoot does not represent or endorse the accuracy or reliability of any User Materials posted in any Forum and you acknowledge that any reliance upon such User Materials shall be at your sole risk. Any User Materials placed in any Forum by users are the views of the user posting the statement, and do not represent the views of Exoot.
LINKS TO THIRD PARTY SITES
The Site, Services or Materials may include links that will take you to other sites outside of the Site (“Linked Sites”). The Linked Sites are provided by Exoot to you as a convenience and the inclusion of the links do not imply any endorsement by Exoot of any Linked Site. Exoot has no control of the Linked Sites and you therefore acknowledge and agree that Exoot is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. You further acknowledge and agree that Exoot is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
USE AND PROTECTION OF ACCOUNT NUMBER AND PASSWORD
You are responsible for maintaining the confidentiality of your account number, account name, and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, account name, and/or password, whether actually or expressly authorized by you, unless access to your account number, account name, and/or password was obtained through no fault or negligence of your own.
This Site can be accessed from countries around the world and may contain references to Exoot products, services and programs that are not available in your country. These references do not imply that Exoot intends to announce such products, services or programs in your country.
The Site is controlled, operated and administered by Exoot Systems Incorporated from its offices within the United States of America. Exoot makes no representation that the Site, the Services or Materials, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site, the Services or Materials are illegal is prohibited. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws. See the section on export control laws below for further information.
PERSONAL INFORMATION AND PRIVACY
LIMITATION OF LIABILITY
IN NO EVENT SHALL EXOOT, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF EXOOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE, SERVICES OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (5) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (6) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (7) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (8) OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (9) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE.
EXOOT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
NOTIFICATION OF COPYRIGHT INFRINGEMENT
Exoot will, in appropriate circumstances, terminate the accounts of users who infringe the Intellectual Property Rights of others. Exoot will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification of claimed copyright infringement to the Designated Agent for this Site (identified below), which must contain the following elements:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
- A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
- A description of where the content that you claim is infringing is located on the Exoot site;
- Information sufficient to permit Exoot to contact you, such as your physical address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
Exoot's Designated Agent for Notice of claims of copyright infringement can be reached as follows:
By e-mail: email@example.com
UNSOLICITED IDEA SUBMISSION POLICY
Any unsolicited ideas, including ideas for advertising campaigns, promotions, products, technologies, processes, materials, marketing plans or product names, that are sent to Exoot for consideration via this Site shall not be considered or accepted by Exoot, nor deemed confidential or proprietary information (including any original creative artwork, samples, demos or other works presented in connection therewith).
SPAM E-MAIL AND POSTINGS
ADVERTISEMENTS AND PROMOTIONS
Exoot may run advertisements and promotions from third parties via the Site, Services or Materials in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Site, Services or Materials, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that Exoot is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Exoot advertisers on the Site or in connection with the Services or Materials.
FORWARD-LOOKING STATEMENTS DISCLAIMER
This Site may now, or hereafter from time to time, contain certain statements or information with respect to: (i) the projection of Exoot's revenues, operating margin, income, tax rate, earnings per share, capital expenditures, dividends, share count, capital structure, or other financial items; (ii) the plans, objectives, or projections of Exoot for future operations, including those relating to the products or services of Exoot; (iii) Exoot's future economic performance; (iv) assumptions underlying or relating to any of the foregoing 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 Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based upon, or will be based upon, Exoot's judgment with respect to future events and are subject to a number of uncertainties and risks that could cause actual results or circumstances to differ materially from those expressed in the forward-looking statements. Exoot wishes to caution you that such forward-looking statements are only predictions and that actual events or results may differ materially. For further details and information about factors relating to risks and uncertainties concerning the foregoing or Exoot in general, please refer to Exoot’s SEC filings. Exoot does not undertake an obligation to update forward looking statements.
EXPORT CONTROL LAWS; NOTICE TO U.S. GOVERNMENT USERS
The export and re-export of Exoot Software are controlled by the United States Export Administration Regulations, and such Software may not be exported or re-exported to Cuba, Iran, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, the Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
By downloading Software, you are certifying that you are not a national of Cuba, Iran, Libya, North Korea, Sudan, Syria or any country to which the United States embargoes goods, and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
INDEMNITY AND LIABILITY
GOVERNING LAW AND JURISDICTION
By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the United States of America, without regard to the conflicts of laws principles thereof. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Santa Clara County and the United States District Court for the Northern District of California with respect to such matters.