Numecent reserves the right to change these Terms from time to time without notice in its sole and absolute discretion. Additional or different Terms, conditions and notices may apply to specific materials, information, products, software or services offered through the Numecent Website. In the event of any conflict, such additional or different terms, conditions and notices will prevail over these Terms. Please see the applicable agreement or notice.
These Terms, together with any additional terms to which you agree when using particular elements of the Numecent Website, constitute the entire and exclusive and final statement of the agreement between you and Numecent with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and Numecent with respect to such subject matter. These Terms and the relationship between you and Numecent shall be governed by the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Numecent Website shall be brought in the Federal or State courts located in Orange County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Numecent to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Numecent and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. These Terms shall remain in full force and effect notwithstanding any termination of your use of the Numecent Website. These Terms will be interpreted without application of any strict construction in favor of or against you or Numecent. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Numecent without restriction.
Use of Software
To the extent that Numecent provides for the trial or download of proprietary Numecent software from Numecent’s Website (“Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either Numecent or the third party licensor. Any use of the Software is subject to the terms of the applicable end-user license agreement. All evaluation Software is provided “AS IS” for evaluation and internal use only. You may not use evaluation Software for commercial, development or production purposes. In addition, evaluation Software may be time-disabled and may cease to operate after a period of time.
Numecent reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of subsidiaries of Numecent will be collectively referred to as “Numecent Marks.”
The Numecent Marks are highly valued intellectual property, and therefore Numecent will take the necessary steps to guard against dilution and the use of third-party marks which are confusingly similar to Numecent Marks or which are likely to cause confusion with Numecent Marks. No employee or other representative of Numecent is authorized to grant permission to use Numecent Marks or to provide guidance in their use, unless licensed within a formal written agreement. Thus, any promise or other representation with respect to Numecent Marks by a Numecent employee in the absence of a formal written agreement cannot be relied upon. If a formal written agreement licenses one or more of the Numecent Marks, unless the agreement provides other authorization, the use will be in accordance with the guidelines posted at: http://www.numecent.com/news/press-info/.
Numecent does not object to the use of the Numecent Marks (other than logos) to refer specifically to the products of Numecent. However, a purely referential use or nominative fair use of the Numecent Marks must be in plain text. Qualified legal counsel should be consulted in order to distinguish a referential use from an infringing use.
In the United States, registered Numecent Marks should be designated by the symbol “®”, while unregistered Numecent Marks should be identified by a “™” designation. The Numecent Marks must be used as adjectives, rather than as nouns or verbs.
Linking To Numecent Website
Linking to the Numecent Website (including an internal or subsidiary page of any website comprising a part of the Numecent Website) must be approved in writing by Numecent, except a limited, revocable right to create a hyperlink to the website is granted under condition that the website on which the hyperlink resides:
- does not utilize content of a Numecent Website;
- does not utilize a Numecent logo;
- does not use framing of a Numecent Website;
- does not misrepresent an affiliation or other relationship with Numecent;
- does not misrepresent any possible endorsement by Numecent;
- does not contain content that could be construed as illegal, distasteful, offensive or controversial; and
- is promptly modified to delete the hyperlink upon request by Numecent.
Except where otherwise specified, the contents of the Numecent Website are copyright (c) 2012 Numecent., 15635 Alton Parkway, Irvine, CA 92618, USA. All rights reserved.
The contents of the Numecent Website are subject to protection under U.S. and foreign copyright laws. You may not copy or distribute any portion of the Numecent Website, except as necessary to view the Numecent Website.
Please direct any questions or comments to firstname.lastname@example.org.
Links to Third Party Sites
Links on the Numecent Website to third-party websites are provided solely for your convenience. If you access those links, you will leave the Numecent Website. Numecent does not endorse or make any representations about such third party websites, and Numecent is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those websites. Numecent does not control those websites, and Numecent is not responsible for the contents of any third-party websites, any links contained in third-party websites or any changes or updates to third-party websites.
Numecent protects its technology vigilantly and permits others to use it by virtue of license agreements. The use or distribution of Numecent software without permission from Numecent is software piracy. Numecent distributes and sells its product through a channel network of distributors and resellers worldwide. Numecent does not distribute or sell its product through unauthorized channels such as auctions, peer-to-peer networking, or through illegal download sites offering key or serial number generators. If you are contemplating or have obtained Numecent software through one of these avenues, you likely will find yourself with pirated software. Please contact email@example.com for assistance with your own or another’s unauthorized use of Numecent software.
Numecent also understands that some customers may have challenges with managing their software licenses. In these instances, Numecent may assist by reviewing deployment records and reconciling them with Numecent’s internal entitlement records. The goal of this program is to educate Numecent’s customers on the terms of their licenses with Numecent and to bring the entitlement records in line with usage. Please contact Numecent with questions or issues about your company’s usage at firstname.lastname@example.org
You agree to indemnify, defend and hold harmless Numecent, its parents, subsidiaries and other affiliated companies (and the respective officers, directors, employees or agents of any such entities) from and against any and all claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account, computer or software’s) use of the Numecent Website or violation of these Terms. Numecent reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Numecent’s defense of such claim, and in no event may you agree to any settlement affecting Numecent without Numecent’s written consent.
When you visit the Numecent Website or send e-mails to Numecent, you are communicating with Numecent electronically. We may respond to you by e-mail or by posting notices on the Numecent Website. You agree that all such notices, disclosures and other communications that Numecent provides to you electronically satisfy any legal requirement that such communications be in writing.
United States Government Rights
All Numecent products and publications are commercial in nature. The software, publications and software documentation available on the Numecent Website are “Commercial Items,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal Regulations, as applicable, Numecent’s publications, commercial computer software and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation and the terms and conditions herein.
Information on the Numecent Website is not promised or guaranteed to be correct, current or complete, and the Numecent Website may contain technical inaccuracies or typographical errors. Numecent assumes no responsibility (and expressly disclaims responsibility) for updating the Numecent Website to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products or other matters described in the Numecent Website. Numecent provides no assurances that any reported problems will be resolved by Numecent, even if Numecent elects to provide information with the goal of addressing a problem.
ALL INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON THE NUMECENT WEBSITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. NUMECENT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NUMECENT MAKES NO WARRANTY THAT THE NUMECENT WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE NUMECENT WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
Limitation of Liability
IN NO EVENT WILL NUMECENT BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF US$100.00, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE NUMECENT WEBSITE OR ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES ACCESSED ON OR THROUGH THESE WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF NUMECENT HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that Numecent may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Numecent’s liability shall be the minimum permitted under such applicable law.