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Website Terms of Use
Last Modified: February 28, 2019
Acceptance of the Terms of Use
These website terms of use are entered into by and between You and Backbone PLM, Inc. (“Backbone“, “we” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of backboneplm.com, including any content, functionality and services (including the Services) offered on or through backboneplm.com (the “Site“), whether as a Visitor or a Registered User, and “you” or “your” refers to the person accessing or using the Site or Services.
Please read the Terms of Use carefully before you start to use the Site. By using the Site, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. These Terms of Use form a binding agreement between you and Backbone, whether or not you register and subscribe to the Services. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Site.
These Terms of Use require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. Users should carefully review the Arbitration Agreement in these Terms of Use as using the Site and/or the Services you accept and agree to be bound by the Arbitration Agreement.
These Terms of Use do not alter in any way the terms or conditions of any of those other written or online terms and conditions or agreements you may have or will have with Backbone, including an Order Form, General Terms and Conditions, and Service Level Agreement, whereby you subscribe for the Services on the terms of such agreements (each, a “Separate Agreement”). To the extent that there is any conflict between these Terms of Use and any Separate Agreement, the terms of such Separate Agreement will govern.
This Site and the Services are offered and available to Users who are 18 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Backbone and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective upon written notice via email. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site.
Your continued use of the Site following the notice of revised Terms of Use means that you accept and agree to the changes.
Certain Definitions
For purposes of these Terms of Use, the following definitions apply:
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Authorized User” means each invitee of a Customer granted access to the Services by a Customer.
“Backbone Materials” means the Services, Documentation, and Backbone Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Backbone or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Backbone Systems. For the avoidance of doubt, Backbone Materials include Resultant Data and any information, data, or other content derived from Backbone’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
“Backbone Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Backbone or any subcontractor.
“Backbone Systems” means the information technology infrastructure used by or on behalf of Backbone in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Backbone or through the use of third-party services.
“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.
“Customer Systems” means the information technology infrastructure used by or on behalf of Backbone in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Backbone or through the use of third-party services.
“Customer” means an individual or entity that has subscribed for the Services by entering into a Separate Agreement with Backbone.
“Documentation” means any manuals, instructions, or other documents or materials that Backbone provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Backbone Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted, or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
“Registered User” means a Customer, Authorized User, or other person or entity that has created an Account.
“Resultant Data” means data and information related to Customer’s use of the Services that is used by Backbone in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Services” means the services offered through the Site, including our product lifestyle management platform and workspace.
“Users” means Registered Users and Visitors.
“Visitor” means someone who browses the Site.
Accounts
Certain services (including the Services) are only available to Registered Users who are required to set up an account prior to accessing such Services (“Account”), may be bound by a Separate Agreement, and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Backbone may suspend or terminate your Account in accordance with these Terms of Use.
Subscriptions
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through an order form (and the supplemental terms and conditions associated with such Order Form) entered into between Customer and Backbone (each, an “Order Form”). Each Registered User is subject to these Terms of Use and the Order Form. Subscriptions commence when we make them available to a Customer and continue for the term specified in the Order Form. Each subscription is for a single Customer for a specified term and is personal to that Customer. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in a Separate Agreement.
Customer Data
Authorized Users may submit Customer Data to the Services, and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate workspaces or channels with other workspaces or channels.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Order Form is lawful.
Customer must comply with the Order Form and these Terms of Use and ensure that its Authorized Users comply with such agreements. We may review conduct for compliance purposes, but we have no obligation to do so. We are not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data.
Accessing the Site and Account Security
You promise that all information you provide to us is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that such information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).
When you set up an Account, you are required to enter your name, email address, and certain other information collected by us depending on whether you are a Customer. or an Authorized User and create Access Credentials. You may not transfer or share your Access Credentials or Account (collectively, the “Account Information”) with anyone. You are responsible for maintaining the confidentiality of your Account Information and for all activities that occur under your Account, including use by others to whom you have given your Account Information. You agree to immediately notify us upon becoming aware of any unauthorized use of your Account Information or any other breach of security.
You are responsible for any and all use of your Account. Without limiting any rights which Backbone may otherwise have, Backbone reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Site and your Account, including without limitation terminating your Account, changing your Access Credentials, or requesting additional information to authorize transactions on your Account. Notwithstanding the above, Backbone may rely on the authority of anyone accessing your Account or using your Access Credentials and in no event and under no circumstances shall Backbone be held liable to you for any liabilities or damages resulting from or arising out of your use of the Site, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else’s Account at any time.
We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to Users, including Registered Users.
You are responsible for: making all arrangements necessary for you to have access to the Site; and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, Access Credentials or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, Access Credentials or other security information.
You agree to notify us immediately of any unauthorized access to or use of your user name or Access Credentials or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your Access Credentials or other information about you.
We have the right to disable any Access Credentials or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Subprocessors
To support delivery of our Services, we may engage and use data processors with access to certain Customer Data (each, a “Subprocessor“). Backbone currently uses third party Subprocessors to provide infrastructure services (e.g. Amazon Web Services or Digital Ocean), and to help us provide customer support and email notifications. Prior to engaging any third party Subprocessor, Backbone performs diligence to evaluate their privacy, security and confidentiality practices, and executes an agreement implementing its applicable obligations. As our business grows and evolves, the Subprocessors we engage may also change.
Third Party Materials
The Services may include (a) third party plugins, (b) applications that third parties have licensed to Backbone for use by Backbone’s Users, and (c) a platform that third parties may use to develop applications and software that complement Customer’s use of the Services (each, a “Third Party Material”). Backbone also maintains a directory where some Third Party Materials are available for installation. THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-BACKBONE PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A THIRD PARTY MATERIAL IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER.
If a Third Party Material is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third-party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Third Party Material.
Our Stuff
The software, code, proprietary methods and systems used to provide the Site or Services, including Backbone Materials (“Our Technology”) and the content of the Site and Services (“Our Content”) are (1) copyrighted by Backbone and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by Backbone or its licensors. Neither Our Content nor Our Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors.
You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content or Our Technology and you may not remove or alter any such notice, information or restriction. Your use of Our Content and Our Technology must at all times comply with these Terms of Use and any additional restrictions in any Separate Agreements you may have entered into with us. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Use, or a Separate Agreement.
The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Backbone, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Your Stuff (Customer Data)
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Order Form and these Terms of Use, Customer (for itself and all of its Authorized Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
Our Services also provide you with features like photo thumbnails, document previews, email organization, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Customer Data. You give us permission to do those things, and this permission extends to trusted third parties we work with who may act on our behalf.
Intellectual Property Rights Generally
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except as follows: your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; you may store files that are automatically cached by your Web browser for display enhancement purposes. If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not: modify copies of any materials from this site; use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Site or any Services or materials available through the Site, except as permitted under your Order Form.
If you wish to make any use of material on the Site other than that set out in this section, please address your request to: termsofuse@backboneplm.com.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Backbone. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
DMCA Notice
We take the intellectual property rights of others seriously and require that our Customers and their Authorized Users do the same. The Digital Millennium Copyright Act established a process for addressing claims of copyright infringement that we have implemented for our Services (e.g. Amazon Web Services and Digital Ocean). If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through the Site or Services, please send a notice to our copyright agent that includes all of the items below and we will expeditiously take appropriate action:
· A description of the copyrighted work that you claim is being infringed;
· A description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material;
· Your address, telephone number, and email address;
· The following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”;
· The following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed”; and
· An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.
Our designated copyright agent to receive such claims can be reached as follows:
By mail:
Copyright Agent
c/o Backbone PLM, Inc.
1801 13th St #120
Boulder, CO 80302
By email: termsofuse@backboneplm.com
We may, in appropriate circumstances, disable or terminate the accounts of Users who may be repeat infringers.
This process does not limit our ability to pursue any other remedies we may have to address suspected infringement.
Trademarks
Backbone name, the term “Backbone PLM”, Backbone logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of Backbone or its affiliates or licensors. You must not use such marks without the prior written permission of Backbone. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.
Prohibited Uses
You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Backbone, a Backbone employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Backbone or Users of the Site or expose them to liability.
Additionally, you agree not to:
Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Site.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site and/or the Services.
Security
Backbone will employ security measures in accordance with applicable industry practice. Our Subprocessors also employ security measures that our Service is subject to and we will use reasonable efforts to select Subprocessors that employ security measures that meet or exceed industry practices.
Customer acknowledges that the Services are not designed with security and access management for processing the following categories of information: (a) Personal Information; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Customer shall not, and shall not permit any User or other person or entity to, provide any Prohibited Data to, or process any Prohibited Data through, the Services, the Backbone Systems, or any Backbone Personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Backbone Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Users shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.
User Contributions
The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services“) that allow Authorized Users to post, submit, publish, display or transmit to other Users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Site.
All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the workspace attributed to Customer will be considered Customer Data and while you acknowledge and agree that the Customer Data is owned by Customer and the Order Form provides Customer with choices and control over that Customer Data, you are still required to adhere to our policies regarding User Contributions.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Backbone, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
Feedback
If you provide Backbone with any feedback or suggestions regarding the Site (“Feedback”), we will greatly appreciate it! It may improve our product and service and benefit you. However, by doing so, you assign to Backbone all rights in such Feedback and agree that Backbone will have the right to use and fully exploit the Feedback and related information in any manner it deems appropriate. Backbone will treat any Feedback you provide to Backbone as non-confidential and non-proprietary. You therefore agree that you will not submit to Backbone any information or ideas that you consider to be confidential or proprietary.
Release
You hereby release and forever discharge Backbone (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site and/or any User Contribution or Customer Data (including any interactions with, or act or omission of, other Users or any third-party links or advertisements). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Monitoring and Enforcement; Termination
We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Site or the public or could create liability for Backbone.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS BACKBONE AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
· Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
· Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use, a Separate Agreement, or our Privacy Policy, Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote or assist any unlawful act.
· Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
· Impersonate any person or misrepresent your identity or affiliation with any person or organization.
· Involve sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other Visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Backbone, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Backbone. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Site
We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Site
All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Linking to the Site and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
This Site may provide certain social media features that enable you to:
· Link from your own or certain third-party websites to certain content on this Site.
· Send e-mails or other communications with certain content, or links to certain content, on this Site.
· Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
· You may use these features solely as they are provided by us solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
· Establish a link from any website that is not owned by you.
· Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
· Link to any part of the Site other than the homepage.
· Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Site
If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
We make no claims that the Site, the Services, or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BACKBONE NOR ANY PERSON ASSOCIATED WITH BACKBONE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER BACKBONE NOR ANYONE ASSOCIATED WITH BACKBONE REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
BACKBONE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL BACKBONE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00) IN THE AGGREGATE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless Backbone, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, your Order Form, or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services (including the Services) and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.
Governing Law and Jurisdiction
All matters relating to the Site and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).
Other than as provided in the Arbitration Agreement below, any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the Services, or the Site shall be instituted exclusively in the federal courts of the United States located in Denver, Colorado or the courts of the State of Colorado located in Boulder, Colorado. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by Backbone of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Backbone to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy, and the applicable Separate Agreement constitute the sole and entire agreement between you and Backbone PLM, Inc. with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
All Feedback, comments, requests for technical support and other communications relating to the Site should be directed to: support@backboneplm.com.
Arbitration Agreement:
By agreeing to these Terms of Use, you agree that you are required to resolve any claim that you may have against Backbone on an individual basis in arbitration, as set forth in this section, which is referred to as the “Arbitration Agreement.” This will preclude you from bringing any class, collective, or representative action against Backbone, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Backbone by someone else.
You and Backbone agree that any dispute, claim or controversy arising out of or relating to (a) these Terms of Use or a Separate Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to these Terms of Use or a Separate Agreement, will be settled by binding arbitration between you and Backbone, and not in a court of law.
All aspects of the arbitration proceeding, including but not limited to the award of the Arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms of Use, a Separate Agreement, of this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
You acknowledge and agree that you and Backbone are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Unless both you and Backbone otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Backbone each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The language for arbitration shall be English.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in these Terms of Use, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Colorado.
Unless you and Backbone otherwise agree, if you reside outside of the United States the arbitration will be conducted in Boulder County, Colorado and if you reside in the United States, it will take place in the county in which you reside. You agree that you and Backbone may choose to have the arbitration conducted by telephone or based on written submissions. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Use; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.