OURDCIM LICENSE AGREEMENT
PLEASE READ THE TERMS AND CONDITIONS OF THIS OURDCIM LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING OURDCIM. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND iTRACS CORPORATION (“iTRACS”).
iTRACS AGREES TO LICENSE OURDCIM TO YOU ONLY IF YOU ACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING THE “ACCEPT” OR “YES” BUTTON, OR LOADING OR USING OURDCIM, YOU INDICATE ACCEPTANCE OF THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR EMPLOYER.
Should you have any questions regarding this Agreement, or wish to contact iTRACS, you may write to: iTRACS, LLC, 1501 W Fountainhead Parkway, Tempe, AZ 85282.
1. GENERAL TERMS AND CONDITIONS. You agree to comply with the Privacy and Terms document posted at http://www.itracs.com/privacy-terms/ and any other terms posted on the iTRACS website(s). Such terms are incorporated here by reference, and will apply to your use of ourDCIM. However, if there is a conflict between such terms and this Agreement with respect to ourDCIM, this Agreement will control.
2. LICENSE GRANT. Subject to your compliance with the terms and conditions of this ourDCIM License Agreement (“Agreement”), iTRACS grants you a non-exclusive, non-transferable license to (a) access and use the features and functionality of the ourDCIM forum, (b) use internally the iTRACS-provided code designated by iTRACS for use by ourDCIM members, solely for the purpose of your learning how to integrate your products with iTRACS products, (c) if iTRACS has given separate written approval, use internally the test environment of the Converged Physical Infrastructure Management (“CPIM”) application solely for the purpose of your learning how to integrate your products with iTRACS products, and (d) use internally all associated user manuals, release notes, installation notes, and other materials delivered with ourDCIM in hard copy or electronic formats (“Documentation”). The ourDCIM forum, the iTRACS-provided code, the test environment of the CPIM application, and the Documentation are collectively known as “ourDCIM.”
3. USER CONTRIBUTIONS. You may submit content to ourDCIM. You retain all your ownership rights in your content. You represent that you own or have the rights to submit and publish the content. By submitting the content, you hereby grant iTRACS a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with iTRACS’ business. iTRACS reserves the right to remove your content without prior notice and for any reason.
4. RESTRICTED USE. You agree not to cause or permit the use, copying, modification, rental, lease, sublease, sublicense, or transfer of ourDCIM, except as expressly provided in this Agreement. You may not: (a) create any derivative works based on ourDCIM; (b) reverse engineer, disassemble, or decompile ourDCIM; (c) use ourDCIM in connection with a service bureau or like activity; or (d) permit the use of ourDCIM by any third party without the prior written consent of iTRACS. In addition, nothing in this Agreement grants you the right to use the name or trademarks of iTRACS for any purpose. If you distribute, publicly display or publicly perform any of your products that integrate any iTRACS products or any data provided by an iTRACS product, you must (i) reproduce in the documentation and/or other materials provided with such product, and within any display generated by such product (if and when such third-party notices normally appear), all copyright notices for the iTRACS products and the disclaimer contained in Section 12 below, (ii) display on any loading or login screen for such product and within the window or application displaying any iTRACS data, the phrase “Powered by iTRACS” in a prominent manner, (iii) display the following acknowledgement in all advertising materials for such product that mention features or use of the iTRACS products: “This product includes software developed by iTRACS, LLC.”, and (iv) not use the name or trademarks of iTRACS, or the iTRACS products, in such a manner as would indicate iTRACS sponsorship, affiliation, or endorsement of your product.
5. INTELLECTUAL PROPERTY. iTRACS and/or its suppliers retain all right, title and interest in ourDCIM, to all patents, copyrights, trade secrets, trademarks and all other intellectual property rights embodied in ourDCIM and in all copies, improvements, enhancements, modifications and derivative works of ourDCIM. Your rights to use ourDCIM are limited to those expressly granted in Section 2. All rights not expressly granted to you are retained by iTRACS and/or its suppliers.
6. USER CONDUCT. You agree to use ourDCIM only for lawful purposes. You agree not to take any action that might compromise the security of ourDCIM, render ourDCIM inaccessible to others or otherwise cause damage to ourDCIM. You agree not to add to, subtract from, or otherwise modify ourDCIM (except where permitted on the site), or to attempt to access any ourDCIM content that is not intended for you. You agree not to use ourDCIM in any manner that might interfere with the rights of third parties.
7. PASSWORD SECURITY. Upon registration to use ourDCIM, you are responsible for maintaining the confidentiality of your member identification and password information, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your member identification and password.
8. CHANGES TO OURDCIM. iTRACS reserves the right, at any time, in iTRACS’s sole and exclusive discretion, to amend, modify, suspend, or remove ourDCIM, or any part thereof, and/or your use of or access to ourDCIM, with or without notice, and iTRACS shall have no liability to you or any other person or entity for any modification, suspension, or removal of ourDCIM, or any part thereof, or any loss of related information. In addition, iTRACS reserves the right to update the terms of this Agreement from time to time by posting updates to the ourDCIM website. Your continued use of ourDCIM after such updates are posted will constitute your acceptance of the updated terms.
9. TERMINATION. This Agreement is effective until terminated. This Agreement, including without limitation your right to use ourDCIM as specified in Section 2, terminates immediately and without notice from iTRACS if you fail to comply with any of its provisions.
10. INDEMNIFICATION. You agree to indemnify, defend and hold harmless iTRACS, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, other ourDCIM members, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorney and professional fees, resulting from or arising out of your use of ourDCIM, or any violation by you of this Agreement.
11. COMPLIANCE WITH LAW. You agree to comply with all applicable laws, rules, and regulations in connection with your activities under this Agreement. You shall comply with all applicable export control laws and economic sanctions programs. Except as permitted under U.S. law, you shall not transfer, export or re-export any part of ourDCIM to (a) a country against which the U.S. government currently imposes economic sanctions programs, such as Cuba, Iran, North Korea, Sudan and Syria, (b) a national or resident of any such country, or (c) a person or entity on a restricted party list maintained by the U.S. government.
12. DISCLAIMER. iTRACS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO OURDCIM AND ANY OTHER iTRACS PRODUCTS PROVIDED PURSUANT TO OURDCIM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF STATUTORY NON-INFRINGEMENT. NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED LICENSOR RESELLERS, IS AUTHORIZED TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY ADDITIONAL WARRANTIES ON BEHALF OF iTRACS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF OURDCIM OR ANY OTHER iTRACS PRODUCTS PROVIDED PURSUANT TO OURDCIM, AS APPLICABLE, OR TO THE MINIMUM PRESCRIBED BY LAW. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY DEPENDING ON THE TERRITORY IN WHICH OURDCIM OR ANY OTHER iTRACS PRODUCTS PROVIDED PURSUANT TO OURDCIM, AS APPLICABLE, WAS FURNISHED TO YOU. NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT ANY LIABILITY OF iTRACS WHICH CANNOT BE EXCLUDED OR LIMITED BY ANY LAW OR REGULATION APPLICABLE TO THIS AGREEMENT.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL iTRACS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY PERSON FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS OR SERVICES, LOSS OF PROFITS, LOSS OF, OR CORRUPTION OF DATA, LOSS OF PRODUCTION, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS EVEN IF iTRACS, ITS RESELLERS, SUPPLIERS OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE LEGAL BASIS FOR YOUR CLAIM, iTRACS AND ITS SUPPLIERS’ TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED ONE HUNDRED DOLLARS (U.S.) ($100). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. GENERAL. This Agreement will be governed by and construed in accordance with the laws of North Carolina, exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. iTRACS and you each agree to submit to the exclusive jurisdiction of the courts located within Catawba County, North Carolina for any cause of action relating to this Agreement. You shall not assign this Agreement in whole or in part (including by operation of law) without iTRACS’ prior written consent. A change of control constitutes an assignment. By virtue of this Agreement, you may be exposed to certain information concerning iTRACS software products and other information not generally known to the public, all of which are the confidential and proprietary information of iTRACS (“Confidential Information”). You may use Confidential Information solely as necessary in order to facilitate your use of ourDCIM under this Agreement. You agree that during and after the term of this Agreement you will not disclose any Confidential Information without iTRACS’ prior written consent to any third party and will take all necessary precautions, using in any event not less than a reasonable degree of care, to protect and keep confidential the Confidential Information. If any provision of this Agreement is held to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. A waiver of any breach or default under this Agreement will not constitute a waiver of any other subsequent breach or default. This Agreement is the complete and exclusive statement of the agreement between iTRACS and you which supersedes any proposal, prior agreement, oral or written, purchase order or similar terms issued by you, or any other communications between us in relation to the subject matter of this Agreement. Any modifications to this Agreement will be made in writing and must be duly signed by authorized representatives of both parties or they shall be void and of no effect.
Effective August 21, 2014.
If you accept all of the terms and conditions of the ourDCIM License Agreement above, check the ‘Yes, I Agree’ check box and then click ‘Register’ to submit the form. You will be contacted with further details after registering, so please ensure that all information is correct before submitting the form.