TermsOfService

TRIVANTIS LECTORA ONLINE TERMS OF SERVICE

Effective [August 3, 2009]

1. Acceptance of LectoraOnline.com Terms of Use

Welcome to Trivantis’ LectoraOnline.comservice (the "Service"). Your use of the Service is subject to these Terms. Trivantis Corporation ("Trivantis") reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference.

a. You may not use the Services, or accept the General Terms, if (i) you are not of legal age to form a binding contract with Trivantis, or (ii) you are prohibited by law from receiving or using the Services.

b. Trivantis makes certain Services and Materials available only if you have paid a fee or have provided Trivantis certain Registration Information (as such term is defined in the LectoraOnline.com Privacy Policy) and/or created an LectoraOnline.com ID and password or other log-in ID and password (collectively, “Account Information”). Some Services may also be subject to a subscription or other agreement, posted guidelines, rules, or terms of service.

c. Trivantis may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. When these changes are made, Trivantis will make a new copy of the General Terms available at the Site and any new Additional Terms will be made available to you from within or through the affected Service. Trivantis may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of the Site or any affected Service constitutes your acceptance of the changes. Your use of the Site, Materials and Services is subject to the most current version of the Terms posted on the Site, or within or through the affected Service, at the time of such use. Please regularly check the Site to view the then-current Terms.

d. Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials. .

2. Description of the Service and Definitions

With a Trivantis LectoraOnline.com Membership Account, and depending on your membership level, you have access to certain services, features and tools on LectoraOnline.com, including but not limited to, the ability to create elearning courses containing your content. You also have the ability to upload digital content to the Service and to organize, store, edit and share that content with coworkers. The content that you upload to the Service, including but not limited to digital images, digital videos and other supported file types, along with any materials that you create by using the Service, shall be hereinafter referred to as “Your Content”. Any portions of Your Content that you choose to share with coworkers and/or with other users of the Service (collectively “Other Users”) shall be hereinafter referred to as “Your Shared Content”. Content that Other Users share with you shall be hereinafter referred to as “Shared Content”.

3. Registration

Registration is available to you if you are at least 13 years of age and you submit certain requested information to us, including but not limited to, your name, correct email address, password, LectoraOnline.com, and your country of residence, as a part of the registration process for the Service.

4. Collection of Personal Information

The terms of the Lectora Online Privacy Policy at [http://www.LectoraOnline.com/privacy.html] and the terms of this Section 4 (Collection of Personal Information) govern Trivantis’ collection and use of your information. This Section 4 describes the collection of information by this Service that takes place in addition to what is described in the Lectora Online Privacy Policy.

(i) Information You Provide to Trivantis when you register to use the Service. You are required to provide certain information as part of the registration process which may include, but is not limited to, your first and last name, a valid email address, a password, your country of residence, your membership level and your credit card information in the case of paid memberships (“Required Personal Data”). If you do not provide this information, you will not be permitted to create an account and therefore will not be able to interact with the service in any way other than to view publicly available content as an anonymous user.

(ii) Information You Provide to Trivantis. Optionally, Trivantis might request that you provide us with additional information that tells us more about you – more about your interests, hobbies, preferences, demographic, how you learned about the Service and what other Trivantis products and services you use (“Optional Personal Data”). You are under no obligation to provide this information to Trivantis; it is completely voluntary.

(iii) Automatic Information Gathering – Required. Once you register for the Service, and whenever you sign in and use the Service thereafter, Trivantis automatically collects and retains certain information about your behaviors while using the Service including, but not limited to, the amount of storage space you are using, the number of courses/titles you have stored, the number of digital media you have stored, which courses/titles are shared, your sharing preferences, which editing features you use or do not use, the metadata and meta-tags associated with your media files and the date and time of each sign- in, etc. (“Specific Server Data”). Collection of this information is integral to the Service offering, and, as we explain in Section 5(b)(i) below, we cannot provide the functionality of the Service without it. If you do not wish to have this information collected by Trivantis and used for the purposes described below, then please do not use the Service.

(b) How Trivantis Uses Your Information

(i) Operation of the Service. Trivantis uses the Required Personal Data and the Specific Server Data for purposes of operating the Service including for purposes of communicating to you about operational topics. For instance, if your membership is about to expire, we will use the information you provide to communicate that fact to you. In order to honor your requests to share or keep your data private, we rely on Specific Server Data.

(ii) Analysis. Some of the Optional Personal Data and Specific Server Data is used by Trivantis for improving our Service and for internal auditing, analysis and reporting purposes.

(iii) Personalization. LectoraOnline.com is a smart and dynamic service meaning that part of the value Trivantis offers through this Service is a customized experience where we present various types of information and content about the Service that we think You will find relevant. As a result, some of the Required Personal Data, Optional Personal Data and Specific Server Data is used by Trivantis for purposes that include, but are not limited to, delivering and displaying customized dynamic content and providing messages to you about the Service and your use of the Service (“Customized Content”). For example, we might want to let you know that “we noticed you are using the insert tool but not the insert tool and did you know that you can easily insert function by using this tool.” This content will be shared with, delivered and displayed to you in a number of ways, including within the Service and through email messages (provided you have opted to receive email communications from Trivantis). If you do not wish to have this information displayed or delivered to you via email by Trivantis, then please do not use the Service.

(iv) Contextual Messages. Trivantis may also use Required, Personal Data, Optional Personal Data and Specific Server Data to communicate about new products and services including those offered by Trivantis and by third parties and that we think will be of interest to you in light of your behaviors while using the Service ("Contextual Ads"). These Contextual Ads may be shared with, delivered and displayed to you in a number of ways including within the Service and through email messages. If Trivantis adds this feature, you will be able to opt out of these communications by cancelling your service agreement for LectoraOnline.com. If you do not wish to have this information displayed to you by Trivantis, then please do not use the Service.

(v) Email Marketing Communications. We might use the various types of information we collect to communicate with you via email for marketing purposes. If you do not wish to receive marketing based email communications from Trivantis, you will be able to opt out of these communications by cancelling your service agreement for LectoraOnline.com. If you do not wish to have this information sent to you via email by Trivantis, then please do not use the Service.

5. Sharing Your Content

One of the main purposes of the Service is to facilitate sharing among users of the Service. The Service enables sharing of Your Content with Other Users in several ways that include, but are not limited to:

(a) by using the shared “Media Library” section of the Service to share Your Content, if you choose to do so

(b) by using the “email” function to send an email with attachments or links

Once you share Your Content via any one of these or other sharing features, the shared portion of Your Content becomes Your Shared Content and you will be granting Other Users certain rights in and to Your Shared Content as further described below in Sections 9 (b) and 10. Please know that when you share Your Content, you may also make your first and last name and email address known.

6. Information of Other Users

Information that you provide about other individuals for sharing features within the Service, such as an individual’s name and email address, is used by Trivantis to facilitate your ability to communicate with such individuals via the Service and is not used by Trivantis for any other purpose. As between Trivantis and you, you shall have sole responsibility for any and all personal information of Other Users used and submitted in connection with the Services, and Trivantis shall have no responsibility in connection thereto. You shall comply with all data protection and privacy laws and rules applicable to the personal information of Other Users. You shall defend, indemnify, and hold harmless Trivantis from any claim, suit or proceeding brought against Trivantis by an Other User in connection with any acts or omissions with regards to such personal information of Other Users. E-mail messages related to the Services are generally sent to Other Users by you and not by Trivantis. As a result, even though certain Other Users may have opted-out from receiving communications from Trivantis, such Other Users may receive certain Service-related e-mail messages sent by you. In addition, if applicable, Trivantis may send e-mails to Other Users in your name as your agent, at your request, and on your behalf.

If you are invited by a user of the Service to participate in shared digital course development, editing or viewing, and you do not wish to receive email from such user or do not wish to participate, you are required to contact the person who invited you to update, correct or delete the information they provided about you. In general, even though we might delete an account you hold with us in these types of shared editing or viewing areas, we may continue to retain information regarding your past actions with respect to content reviews or sharing initiated by others.

7. Use of Your Content

This section hereby replaces Section 8(a) (“Use of Your Content”) of the General Terms.

(a) By Trivantis

Trivantis does not claim ownership of Your Content. However, we do need certain rights from you, with respect to Your Content, in order to operate the Service and in order to enable you to do all the things this Service affords you the ability to do. Therefore, with respect to Your Content, you grant Trivantis a worldwide (because the internet is global), royalty-free (meaning we do not owe you any money), nonexclusive (meaning you are free to license Your Content to others) fully sublicensable (so that we can permit our affiliates, subcontractors and agents to deliver the Service on our behalf) license to use, reproduce and modify Your Content solely for the purposes of operating the Service and enabling your use of the Service. With respect to Your Shared Content, you additionally grant Trivantis the rights to distribute, perform and display Your Shared Content (in whole or in part) for the sole purposes of operating the Service and enabling your use of the Service and to sublicense Your Shared Content to Other Users subject to the limitations of Section 10 below. These limited licenses do not grant Trivantis the right to sell or otherwise license Your Content or Your Shared Content. Further, you may terminate Trivantis’s right to distribute, perform and display Your Shared Content by making it no longer shared. You may terminate the remainder of Trivantis’s rights by removing Your Content from the Service. (Detailed instructions on how to do these things can be found at http://www.LectoraOnline.com/support/). Upon removal of Your Content from the Service or upon making Your Shared Content no longer shared, Trivantis shall have a reasonable time to cease use, distribution and/or display of Your Content. However, you acknowledge and agree that Trivantis shall have the right to keep archived copies of Your Content.

(b) By Other Users

You hereby grant Other Users a worldwide (because the internet is global), royalty-free (meaning that Other Users do not owe you any money), nonexclusive (meaning you are free to license Your Content to others) license to view, download, print, distribute, publicly perform and publicly display Your Shared Content subject to the limitations in Section 10. If you do not wish to grant these rights in Your Shared Content then do not share Your Content with Other Users. While you have the ability to remove Your Content from the service and/or the public areas within the Service and thus prevent future licenses from being granted, you acknowledge and agree that once Your Shared Content has been shared, Trivantis can neither monitor nor control what Other Users do with it. (Detailed instructions on how to remove Your Content from the Service and/or the public areas within the Service can be found at http://www.LectoraOnline.com/support).

8. Availability

Trivantis uses reasonable efforts to make the Service available 24 hours a day, 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond our control. We will take reasonable steps to minimize such disruption, to the extent it is within our reasonable control.

9. Storage of Your Content

Trivantis provides online storage for Your Content. The specific amount of online storage provided for Your Content will be based upon your respective LectoraOnline.com membership level as described on the LectoraOnline.com page at http://www.LectoraOnline.com. As with all important content, as a recommended best practice, we suggest that you not use the Service as the sole repository for Your Content and that you always preserve the original copies of Your Content.

10. Payment

(a) Service Fees

Use of the Service may be subject to your payment of fees (the “Service Fees”), which may vary according to the membership level to which you have subscribed and/or the period of time for which you have contracted to pay for and/or use a service (the “Service Term”). Trivantis will collect the relevant Service Fee in advance of each Service Term. Certain Services may require you to pay the Service Fee at various other points in time. Your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Service Fees, and Trivantis has no connection to or responsibility for such fees.

(b) Credit Cards

As a condition to your right to use the Services that require the purchase of a subscription, you may provide Trivantis with a valid credit card number belonging to you from a card issuer that Trivantis accepts with available credit sufficient to pay the applicable Service Fees.

(c) Collection of Service Fee

You agree that in the event Trivantis is unable to collect the Service Fees owed by you to Trivantis for the Services, Trivantis may take the steps it deems necessary to collect such Service Fees from you and that you will be responsible for all costs and expenses incurred by Trivantis in connection with such collection activity.

(d) Cancellations and Refunds

All fees and charges paid by you in relation to a subscription for the Service are nonrefundable, except as otherwise stated herein.

(e) Changes in Price

Trivantis may at any time, upon notice required by applicable law, change the price of subscriptions for the Service or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must either cancel the applicable paid services or cancel your account and stop using the Service. Your continued use of the Service after the effective date of any such change shall constitute your acceptance of such change.

11. Use of Site, Services and Materials

a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Site.

b. Unless expressly agreed to by Trivantis in writing elsewhere, Trivantis has no obligation to store any Materials that you upload, post, email, transmit or otherwise make available through your use of the Site or via the Services (“Your Content”). Trivantis has no responsibility or liability for the deletion or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Trivantis retains the right to create reasonable limits on Trivantis’ use of the Materials, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Trivantis in its sole discretion.

c. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Trivantis immediately. You may not use another person’s Account Information. Trivantis may require that you change your Account Information or certain parts of your Account Information at any time for any reason.

d. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) (“Law”).

e. You agree not to access or attempt to access the Services by any means other than the interface provided by Trivantis. .

12. Ownership

a. The Site, Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, Trivantis and its suppliers do not grant any express or implied rights to use the Site, Services and Materials.

b. The trademarks, logos and service marks displayed on the Site (the “Marks”) are the property of Trivantis or third parties. You are not permitted to use the Marks without the prior consent of Trivantis or the third party that may own the Marks. Trivantis and the Trivantis logo are trademarks of Trivantis Systems Incorporated. For a current list of Trivantis’ Marks, as well as certain third party Marks, please refer to the posted trademark information at http://www.Trivantis.com/misc/trademarks.html.

13. Use of Software

a. Any Software that is made available via the Site is the property of Trivantis and its suppliers. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except for as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.

b. If no license agreement accompanies the Software, use of the Software will be governed by the Terms. Trivantis grants you a personal, worldwide, royalty- free, non-assignable, nonexclusive license to use the Software for the sole purpose of enabling you to use the Services as provided by Trivantis, in the manner permitted by the Terms. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from Trivantis and Trivantis may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that Trivantis’ Intellectual Property Rights in the Software are protected. Unless Trivantis has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

c. The Software may automatically download and install updates from Trivantis from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit Trivantis to deliver these to you with or without your knowledge) as part of your use of the Services.

14. Use of Trivantis Materials, User Content and Shared Group Content

a. Except as indicated to the contrary in any applicable Additional Terms, Trivantis hereby grants you a license to view, download and print Materials provided by Trivantis (“Trivantis Materials”) and any Materials provided by Users (“User Content”), except for Shared Group Content, subject to the following conditions:

i. You may access and use the Trivantis Materials and User Content solely for personal, informational, non-commercial and internal purposes, in accordance with the Terms;

ii. You may not modify or alter the Trivantis Materials or User Content;

iii. You may not distribute or sell, rent, lease, license or otherwise make the Trivantis Materials or the User Content available to others; and

iv. You may not remove any text, copyright or other proprietary notices contained in the Trivantis Materials or User Content.

b. Some Services involve collaboration and file-sharing services among a specific group (a “Group”) in conjunction with such collaboration and file- sharing (“Shared Group Content”). Members of a Group may use the Shared Group Content available to such Group in any manner that has been agreed upon by the User providing such Shared Group Content to the Group. It is your sole responsibility to determine what limitations, if any, are placed on Shared Group Content that you distribute within your Group. You agree that Trivantis has no liability of any kind should members of your Group modify, destroy, corrupt, copy or distribute your Shared Group Content in violation of the limitations that you may impose on its use.

c. Trivantis reserves the right to revoke the authorization to view, download and print the Trivantis Materials and User Content at any time, and any such use shall be discontinued immediately upon notice from Trivantis.

d. Software is subject to the additional provisions governing Software set forth herein.

e. The rights specified above are not applicable to the design, layout or look and feel of the Site. Such elements of the Site are protected by Intellectual Property Rights 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 Trivantis. In addition, various sections of the Sites may showcase the work of creative professionals. Such Materials (whether Trivantis 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.

15. User Conduct

a. You agree that you, not Trivantis, are entirely responsible for all of Your Content that you upload, post, email, transmit or otherwise make available on the Site or via the Services (“Make Available”), whether publicly posted or privately transmitted. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness.

b. You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) from the owners of the Intellectual Property Rights, to use Your Content in keeping with your use in connection with the Site, the Services or as otherwise permitted by the Terms; (ii) you have the rights necessary to grant the license and sublicenses described in the Terms; and (iii) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content

c. You acknowledge and agree that by accessing or using the Site, Services or Materials, you may be exposed to Materials from others that may be considered offensive, indecent or otherwise objectionable. d. You agree not to use, or to encourage or permit others to use, the Site or Services to:

i. Make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child pornography, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

ii. Stalk, intimidate and/or harass another;

iii. Incite others to commit violence;

iv. Harm minors in any way;

v. Make Available any Material that you do not have a right to Make Available under any Law or contractual or fiduciary relationship;

vi. Make Available any Material that infringes any Intellectual Property Right of any party;

vii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

viii. Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;

ix. Use the Site, Services or Materials such that it will mislead a User into believing that they are interacting directly with Trivantis or any Service;

x. Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);

xi. Use any Trivantis domain name as a pseudonymous return email address;

xii. Make Available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

xiii. Access or use the Site or Services in any manner that could damage, disable, overburden or impair any Trivantis server or the networks connected to any Trivantis server;

xiv. Interfere with or disrupt the Site or Services or violate any applicable Laws related to the access to or use of the Site or Services, violate any requirements, procedures, policies or regulations of networks connected to the Site or Services, or engage in any activity prohibited by the Terms;

xv. 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;

xvi. Disrupt, interfere with, or inhibit any other User from using and enjoying the Site, Services or Materials, or other affiliated or linked sites, services or Materials;

xvii. Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Site or Services;

xviii. Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Trivantis;

xix. Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Site, the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; and

xx. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Site, Services or Materials. .

16. Investigations

a. Trivantis, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, Trivantis shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if it violates the Terms or any Law.

b. Although Trivantis does not generally monitor User activity occurring in connection with the Site, Services or Materials, if Trivantis becomes aware of any possible violations by you of any provision of the Terms, Trivantis reserves the right to investigate such violations, and Trivantis may, at its sole discretion, immediately terminate your license to use the Site, Services, or Materials or change, alter or remove Your Content or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Trivantis believes that criminal activity has occurred, Trivantis reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Trivantis is entitled to disclose any information or Materials, including Your Content or Account Information (or elements thereof), in Trivantis’ possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request, (ii) enforce the Terms, (iii) respond to any claims that Your Content violates the Terms or rights of third parties, (iv) respond to your requests for customer services, or (v) protect the rights, property or personal safety of Trivantis, its Users or the public, and law enforcement or other government officials, as Trivantis in its sole discretion believes to be necessary or appropriate.

17. Feedback

By submitting ideas, suggestions, documents and/or proposals (“Feedback”) to Trivantis through its suggestion, feedback, wiki, forum or similar web pages, you acknowledge and agree that (i) your Feedback does not contain the confidential or proprietary information of your or of third parties, (ii) Trivantis is not under any obligation of confidentiality, express or implied, with respect to the Feedback, (iii) Trivantis, in its discretion, shall be entitled to use and disclose such Feedback for any purpose, in any way, in any media worldwide, (iv) Trivantis may have something similar to the Feedback already under consideration or in development, (v) the Feedback automatically becomes Trivantis’ property without any obligation to you, and (vi) you are not entitled to any compensation or reimbursement of any kind from Trivantis for the Feedback under any circumstances. .

18. Links to Third Party Sites

The Site, Services and Materials may include links that will take you to other sites outside of the Site (“Linked Sites”). The Linked Sites are provided by Trivantis to you as a convenience and the inclusion of the links does not imply any endorsement by Trivantis of any Linked Site. Trivantis has no control of the Linked Sites and you agree that Trivantis is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.

19. Modifications to Site, Services and Materials

Trivantis may at any time and from time to time modify or discontinue, temporarily or permanently, the Site, Services, or Materials, or any portion thereof, with or without notice. You agree that Trivantis shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site, Services, or Materials.

20. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT

a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY TRIVANTIS “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TRIVANTIS MAKES NO WARRANTY THAT (i) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iii) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS, OR (iv) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRIVANTIS OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

b. TRIVANTIS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF THE SITE AND MATERIALS, OR YOUR PARTICIPATION IN ANY SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. TRIVANTIS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR ANY OF THE SERVICES.

c. TRIVANTIS 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. TRIVANTIS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

d. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED TRIVANTIS SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF TRIVANTIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIVANTIS WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. TRIVANTIS ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.

e. TRIVANTIS WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

21. International Users

a. This Site can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Trivantis intends to announce such Services or Materials in your country.

b. This Site is controlled, operated and administered by Trivantis Corporation from its offices in the United States of America. Trivantis makes no representation that the Site, Services or Materials are appropriate or available for use at other locations outside the United States, and access to the Site from jurisdictions where the Site, Services or Materials are illegal is prohibited. Trivantis reserves the right to block access to the Site, Services, or Materials by certain international users. If you access the Site from a location outside the United States, you are responsible for compliance with all local Laws.

22. Limitation of Liability

a. IN NO EVENT SHALL TRIVANTIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF TRIVANTIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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 YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE TRIVANTIS’ LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF TRIVANTIS OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.

b. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

23. Notification of Copyright Infringement

a. Trivantis respects the Intellectual Property Rights of others and expects its users to do the same. Trivantis will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright 17Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good- faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.

b. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Trivantis Site, on sites linked to or from this Site, or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) of claimed copyright infringement to Trivantis’ Copyright Agent (contact information below), which must contain all of the following elements:

i. 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;

ii. A description of the copyrighted work(s) 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;

iii. A description of where the content that you claim is infringing is located on the Trivantis Site;

iv. Information sufficient to permit Trivantis to contact you, such as your physical address, telephone number and e-mail address;

v. 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; and

vi. 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. Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the “fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney before you file your notice or consult publicly available reference materials such as those found at www.chillingeffects.org.

c. If you believe access to your content was disabled or removed by Trivantis as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) to Trivantis’ Copyright Agent (contact information below), which must contain all of the following elements:

i. A physical or electronic signature of the subscriber;

ii. Identification of the material that was removed from the Trivantis Site and the location of the Trivantis Site on which the material appeared before it was removed;

iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

iv. Information sufficient to permit Trivantis to contact you, such as your physical address, telephone number and e-mail address; and

v. A statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of Hamilton County, Ohio if you reside outside of the United States) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of such person.

Before you file such a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as you could be liable for costs and attorneys’ fees in the event that a court determines your counter-notification misrepresented that the material was removed by mistake. If you are unsure whether use of the material at issue constitutes infringement, please contact an attorney or consult publicly available reference materials such as those found at www.chillingeffects.org.

d. Trivantis’ Copyright Agent for notice of claims of copyright infringement can be reached as follows:

By mail:
Copyright Agent
Trivantis Corporation
311 Elm Street, Suite 200

Cincinnati, Ohio 54202

By fax:
(513) 672-0599By email:
copyright@Trivantis.com
By telephone:
(513) 929-0188

The Copyright Agent will not remove content from the Trivantis Site in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site or on sites linked to or from the Site, or in connection with the Services or Materials. All other inquiries directed to the Copyright Agent will not be responded to. Such inquiries should be made through the feedback procedure referenced in Section 9 or the report abuse procedure referenced in Section 20(h).

24. Export Control Laws

You acknowledge and agree that products, services or technology provided by Trivantis are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer Trivantis products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

25. Indemnity and Liability

You agree to indemnify and hold Trivantis and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content, your use of the Site, Services or Materials, your connection to the Site, Services or Materials, the actions of any member of your Group, your access to or use of Linked Sites and your connections therewith, any claim that Your Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Site, Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.

26. Resolution of Disputes

a. All matters relating to your access to, or use of, the Site, Services or Materials shall be governed by the Laws of the State of Ohio, without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Trivantis must be resolved by a court located in Hamilton County, Ohio, except as otherwise agreed by the parties, or as set forth in section (b) below. You agree to submit to the personal jurisdiction of the courts located in Hamilton County, Ohio for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

b. For any claim (excluding claims for injunctive or other equitable relief) for less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, it shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. All claims you bring against Trivantis must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Trivantis may recover attorneys’ fees and costs up to U.S. $1,000, provided that Trivantis has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.

d. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Site, Services or Materials in violation of the Terms you agree that Trivantis shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

27. General

a. Any notice provided to Trivantis pursuant to the Terms should be sent to 311 Elm Street, Suite 200, Cincinnati, Ohio 45202. Attention: General Counsel.

b. It is the express wish of the parties that the Terms, any Additional Terms and all related documents have been drawn up in English.

c. Trivantis may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on the Site or within the Services, or other reasonable means now known or hereafter developed.

d. The Terms constitute the entire agreement between Trivantis and you with respect to your access to or use of the Site, Services and Materials and supersede any prior agreements between you and Trivantis on such subject matter.

e. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Trivantis’ written consent.

f. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

g. Any failure by Trivantis to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.

h. Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.

28. Termination

(a) Termination by You

You may stop using the Service at any time. To terminate your Service account contact your account rep. Any fees paid by you prior to your termination are nonrefundable, including any fees paid in advance for the term during which you terminate. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.

(b) Termination by Trivantis

In addition to the rights that Trivantis retains to modify or terminate the Service or to terminate your account, Trivantis may also at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service upon your failure to pay any fees owed by you in relation to the Service. Any such termination or suspension shall be made by Trivantis in its sole discretion, without any refund to you of any prepaid fees or amounts, and Trivantis will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

(c) Effect of Termination

(i) Upon the termination of your use of the Service by you, by Trivantis due to a breach by you of these Terms, or by Trivantis due to your failure to pay fees owed by you, Trivantis will close or deactivate your account by giving email notice to the Administrator of the account as listed in the Organization set up. You will no longer be able to retrieve Your Content, and Trivantis may delete, as applicable, all of Your Content or portions of Your Content after 30 days.

(ii) Upon termination of your use of the Service for any reason other than under Section 13 (c)(i), or upon termination of the Service altogether, Trivantis will provide you with thirty (30) days notice, sent to you at the email address you provide to Trivantis as part of your registration, of such termination and will provide instructions on how to retrieve Your Content prior to such termination.

a. The Terms will continue to apply until terminated by either you or Trivantis as set forth below.

b. If you want to terminate your agreement with Trivantis, you may do so by (i) notifying Trivantis at any time and (ii) closing your accounts for all of the Services or Materials that you use, where Trivantis has made this option available to you. Your notice should be sent, in writing, to Trivantis’ address set forth below.

c. Trivantis may at any time terminate its agreement with you if:

i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms;

ii. Trivantis is required to do so by Law (for example, where the provision of the Site, Services or Materials to you is, or becomes, unlawful);

d. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Your Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.

e. You agree that all terminations for cause shall be made in Trivantis’ sole discretion and that Trivantis shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Site, Services and Materials, including Your Content.

f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Site, Services and Materials.