Terms of Use
LODESTONE TECHNOLGOY, INC. Terms of Use These Terms of Use (“Terms of Use”) set forth the legally binding terms of the agreement between Lodestone Technology, Inc. (“us,” “we” or “Lodestone”) and you (“you” or “User”), as the end-user using the Lodestone website made available at www.lodestonetechnology.com, the Lodestone hosted service through which you may access one or more online events, all linked pages operated in connection with such website and hosted service, and any websites associated with each online event, and all other elements related to the Lodestone website and the hosted service (the “Service”). BEFORE USING THE SERVICE AND AGREEING TO THESE TERMS OF USE, YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE. Use of the Service is void where prohibited. By accepting these Terms of Use and using the Service, you represent and warrant that (a) you have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein; (b) you agree to comply with these Terms of Use; (c) you acknowledge the Lodestone Privacy Policy (www.lodestonetechnology.com/privacy); (d) all registration information you submit is truthful and accurate; and (e) your use of the Service does not violate any applicable law or regulation. You acknowledge that we may update these Terms of Use from time to time, and you agree to be bound by any subsequent update to these Terms of Use. The most recent version of these Terms of Use can be found at Lodestone’s website at www.lodestonetechnology.com or in the Service itself. Though we will attempt to notify you of any material changes in the Terms of Use by posting a notice on our website or sending an email to your registered email address, it is your responsibility to check for updates to the Terms of Use and any such update shall be effective even if you do not receive notice of such update. If you do not consent to the updated Terms of Use, you can discontinue use of the Service. Your continued use of the Service will constitute acceptance of the updated Terms of Use.
1. DEFINITIONS.
“Content” means text, images, files, photos, video, audio, comments, reviews, works of authorship, comments, questions, data, feedback or any other forms of data or communication, whether originating from Lodestone, advertisers or other partners, other users of the Service or other third parties, that is provided or accessed through the Service.
“Documentation” means the documentation, if any, describing the use and functionality of the Service available on Lodestone’s website.
“Events” means one or more online events hosted by Lodestone through the Service.
“Term” shall mean the period between the date on which you accept these Terms of Use and the date of termination of these Terms of Use.
“User Data” means comments, questions, data, feedback and other information provided by you to the Service.
2. USE OF SERVICE. Subject to these Terms of Use, we hereby grant you a limited term, non-sublicensable, non-transferable, and non-exclusive license during the Term to use the Service for your internal personal and business purposes to access one or more Events and solely in accordance with the Documentation. The license granted in this Section 1 is limited to the registered user.
3. USER RESTRICTIONS AND RESPONSIBILITIES RELATING TO USE OF THE SERVICE.
3.1 LEGAL USE OF SERVICE. You shall not, either directly or indirectly, use the Service in a manner that is prohibited by any law or regulation, that violates any third party rights or that facilitates the violation of any law, regulation or third party rights, or that would disrupt any third party use or enjoyment of any services provided by Lodestone.
3.2 RESTRICTIONS ON USE OF SERVICE. You shall not: (a) copy, distribute, or disclose any part of the Service in any medium; (b) resell, sublicense, lease, time-share or otherwise make the Service available to any third party except as expressly permitted herein; (c) use the Service to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) modify, copy or create derivative works based on the Service; (e) reverse engineer, decompile, or disassemble the Service, except as expressly permitted by applicable law; or (f) access the Service for the purpose of building a competitive Service or service or copying its features or user interface.
3.3 USER DATA. The Service allows users to post User Data to the Service. You are solely responsible for your User Data that you upload, publish, display, link to or otherwise make available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Data. We will not review, share, distribute, or reference any such User Data that constitutes personally identifiable information except as provided herein or in our Privacy Policy or as may be required by law. By posting User Data on the Service, you represent and warrant that you have the right to grant, Lodestone and its licensees, and the users of the Service, the rights granted hereunder. All User Data you provide to the Service continues to be owned by you, provided however that you grant us a nonexclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, distribute, modify and translate such User Data and to prepare derivative works of, or incorporate into other works, such User Data in any media and through any channel Lodestone desires, including the Service and all other media and formats. Further, you irrevocably waive, and cause to be waived, against such parties any claims and assertions of moral rights or attribution with respect to such User Data. User Data (or any portions or derivative works thereof) may be used by other third parties authorized by Lodestone to do so, including Lodestone sponsors and other partners. You agree and acknowledge that your User Data remains part of the Service and may be used by Lodestone even after you terminate use of the Service. You agree not to post User Data that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort, including any defamatory statements; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Data that you post does not and will not violate third-party rights of any kind, including without limitation any third party intellectual property rights, rights of publicity and privacy. You understand and agree that Lodestone may review and delete any User Data at any time and in its sole discretion, including if in the sole judgment of Lodestone such User Data violates these Terms of Use. We take no responsibility and assume no liability for any User Data that you or any other users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Data that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. We are not responsible for any public display or misuse of your User Data. You understand and acknowledge that you may be exposed to User Data that is inaccurate, offensive, indecent, or objectionable, and you agree that we shall not be liable for any damages you allege to incur as a result of such User Data.
3.4 CONTENT. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. All Content is protected by copyright, trademark, trade secret and other laws, and Lodestone owns and/or licenses such Content. Lodestone hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Content solely for your personal use. You may not modify, translate, publish, broadcast, transmit, distribute, perform display or sell any Content appearing on the Service, except as expressly authorized by Lodestone. Unless we explicitly say otherwise, you may not use any automated means (such as scripts) to access the Service or collect information from it. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
3.5 REGISTRATION INFORMATION. You agree to keep all contact and other registration information provided to us up-to-date. By providing us with your email address you consent to our using such email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also send you other messages related to the Service, such as offers from third-party advertisers, if you have opted into such messages.
3.6 NO INFORMATION COLLECTION. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
4. OUR INTELLECTUAL PROPERTY.
4.1 OWNERSHIP OF INTELLECTUAL PROPERTY. As between the parties, Lodestone or its third-party providers shall retain all ownership rights in the Service and the technology, software, products, processes, algorithms, user interfaces and know-how related to the Service. No license, right or interest in any Lodestone trademark, copyright, trade name or service mark is granted hereunder.
4.2 LICENSE OF FEEDBACK. Lodestone shall have a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable, sublicensable license to use, copy, modify, or distribute, including by incorporating into the Service, any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Service.
5. NO WARRANTIES.
5.1 NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS-IS” AND NEITHER LODESTONE NOR ITS AFFILIATES OR SUPPLIERS MAKE, AND USER RECEIVES, NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICE OR ANY USE OF OR INABILITY TO USE THE SERVICE. LODESTONE AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. USER UNDERSTANDS AND ACKNOWLEDGES THAT NEITHER LODESTONE NOR ITS AFFILIATES OR SUPPLIERS WARRANT THAT THE SERVICE WILL MEET USER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LODESTONE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR OTHER AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO A PORTION OF THE ABOVE EXCLUSION MAY NOT APPLY TO USER. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE SERVICE. THIS WARRANTY GIVES USER SPECIFIC LEGAL RIGHTS. USER MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. NEITHER LODESTONE NOR ITS AFFILIATES OR SUPPLIERS MAKES ANY REPRESENTATION THAT USE OF THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES OR WHERE IT IS ILLEGAL OR PROHIBITED BY LAW.
5.2 NO WARRANTY AGAINST LOSS OF DATA. Without limiting the generality of the foregoing disclaimers, User acknowledges that it is User’s responsibility to backup User Data and any other data stored in the Service. The Service is not designed to operate without error. In no event will Lodestone assume liability for any loss or corruption of User Data or other data stored in the Service.
6. LIMITATION OF LIABILITY.
6.1 WAIVER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LODESTONE OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE SERVICE, USER’S USE OF OR INABILITY TO USE THE SERVICE OR THESE TERMS OF SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LODESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LODESTONE AND ITS AFFILIATES AND SUPPLIERS FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICE, USER’S USE OF OR INABILITY TO USE THE SERVICE OR THESE TERMS OF SERVICE, INCLUDING ANY PERSONAL INJURY OR PROPERTY DAMAGE. USER’S USE OF THE SERVICE IS AT USER’S OWN DISCRETION AND RISK. Some jurisdictions do not allow the limitation or exclusion of liability for personal injury, incidental or consequential damages or certain other types of damages, so some of the above limitations or exclusions may not apply to you. In such case, to the maximum extent permitted under applicable law, the entire liability of Lodestone and its users, affiliates and suppliers for any damages whatsoever, whether arising under contract, tort or otherwise, arising under or related to the Service, User’s use or inability to use the Service or these Terms of Use shall be limited to $100.
6.3 NO EXCEPTIONS. THE LIMITATIONS IN THIS SECTION 6 SHALL APPLY WHETHER OR NOT LODESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. INDEMNIFICATION. User agrees to indemnify, hold harmless, defend and release Lodestone and its users, affiliates and suppliers, and its and their respective officers, directors, stockholders and agents, from any claims, losses, damages or liabilities, including attorney’s fees, arising out of (i) the use or misuse of the Service by User or anyone using User’s account, (ii) breach of these Terms of Use by User or anyone using User’s account, (iii) the violation of any applicable law or the rights of any other person or entity by User or anyone using User’s account arising out of related to the Service or (iv) the infringement of any intellectual property or other right of any person or entity by User or anyone using User’s account. User agrees not to settle any such matter without the prior written consent of Lodestone. Lodestone reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
8. TERM AND TERMINATION.
8.1 TERMINATION. These Terms of Use shall commence on the date you first begin using the Service and shall continue until the date you close your account on the Service and cease all use of the Service. Lodestone reserves the right to terminate your use of the Service at any time, in its sole discretion with or without cause, and you should not place any reliance on your ability to continue to use the Service. In case of any termination, you must cease all use of the Service and Lodestone may immediately restrict your access to the Service.
8.2 SURVIVAL. The provisions of Sections 1, 3, 4, 5, 6, 7, 8 and 9 shall survive termination of these Terms of Use.
9. GENERAL TERMS.
9.1 GOVERNMENT USERS. If User is a federal government entity or is licensing the Service on behalf of such an entity, Lodestone provides the Service and related technology, for ultimate federal government end use solely as follows: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms of Use. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be executed with these Terms of Use.
9.2 INDEPENDENT CONTRACTORS; THIRD PARTY BENEFICIARIES. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to these Terms of Use.
9.3 ENTIRE AGREEMENT; AMENDMENT. These Terms of Use represent the entire agreement of the parties hereto, and supersede all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or similar ordering document (other than a mutually executed document) shall be incorporated into these Terms of Use, and all such terms shall be void. These Terms of Use may not be modified except by Lodestone as provided at the beginning of these Terms of Use or in a writing signed by Lodestone.
9.4 WAIVERS; REMEDIES. No amendment or waiver of any provision of these Terms of Use shall be effective unless in writing and signed by User and Lodestone. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
9.5 SEVERABILITY. If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
9.6 ASSIGNMENT. These Terms of Use will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Notwithstanding the above, User may not assign its rights or obligations under these Terms of Use, whether by operation of law or otherwise, without the prior written consent of Lodestone. Any assignment in violation of this Section shall be null and void. Lodestone may assign these Terms of Use in its entirety, without consent of User, to any party, including to a successor in interest to the business of Lodestone, whether by a merger, reorganization, asset sale or similar transaction.
9.7 GOVERNING LAW; VENUE. These Terms of Use will be deemed to have been made in the State of New York, and the provisions and conditions of these Terms of Use will be governed by and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. EXCEPT FOR ANY ACTIONS FOR PRELIMINARY EQUITABLE RELIEF, THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS NEW YORK, NEW YORK. USER AND LODESTONE CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF THESE COURTS. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. We suggest you print out a copy of these Terms of Use for your records. Should you have any questions concerning these Terms of Use, you may contact Lodestone at [email protected].
Lodestone Technology is a trademark of Lodestone Technology, Inc.
Updated: July 21, 2016