Review these Terms of Service ("Contract") thoroughly. This Contract is a legal Contract between you (“You” or “Your”) and SCC, a Commonwealth of Virginia corporation with offices located at Suite 100, 1900 Campus Commons Dr., Reston VA 20191 USA (each a Party and collectively the Parties) for the Services accompanying this Contract.
By accepting electronically (by clicking “I Agree”), accessing or using the Services, You agree to these terms. If You do not agree to this Contract, then You may not use the Services.
1.2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter Your access to the Services. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. For any material changes, to the extent reasonably possible, we will provide You with reasonable notice posted on the website hosting the Services. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute Your acceptance of and Contract to such changes.
1.3. English and Google Translator. All Services are offered in English only. SCC has integrated Google Translator for use with the Services, thus allowing multi-lingual reading and writing. SCC does not guarantee that Google Translator or any other universal translation service will always be available and removal of such features does not lessen or remove your obligations under this Agreement. Further, SCC does not guarantee that your Content, Confidential Information or data that is parsed by Google Translator is not captured or stored by Google or any other third party. You use Google Translator at your own risk.
- TRIAL VERSION. If You registered for a trial use of the Services, You will have access to the Services, without payment of any fee, for a period set forth in your registration from the date You first log in to the Services (“Trial Period”) unless You terminate before the trial period ends. You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If You terminate before the Trial Period ends or do not purchase a license to the Services by the end of the Trial Period, You will not be able to access or retrieve any of the data or Content You added to or created with the Services during the trial.
- FEE VERSION
3.1. License Fees. You shall pay SCC license fees in consideration for Your access to and use of the Services pursuant to Your Contract with SCC which shall be completed at such time as Your or Your Entity ordered the license.
3.2. Changes to Fees. SCC may increase fees for the Services at any time without prior notice to You, but will use commercially reasonable efforts to provide advance written notice to You via the website for the Services or via email.
3.3. Taxes. All Fees and other amounts payable under this Contract are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts You may pay, other than any taxes imposed on SCC's income.
3.4. Payment Terms. Payments will be billed to You in U.S. dollars, and SCC shall either ender an invoice or debit the credit card account you provide at the time of registration. Your account will be debited when.
3.4.1. If paying with a credit card, You must pay with a valid credit card acceptable to SCC. If Your payment and registration information is not accurate, current, and complete and You do not notify us promptly when such information changes, we may suspend or terminate Your account and refuse Your use of the Services. If You do not notify us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of Your service, we may participate in programs supported by Your card provider (e.g., updater services, recurring billing programs, etc.) to try to update Your payment information, and You authorize us to continue billing Your account with the updated information that we obtain.
3.4.2. You may also pay by another payment option SCC provides you in writing
3.4.3. Subject to the receipt of appropriated funding by the Commonwealth of Virginia to CIT, SCC will automatically renew Your annual license for the Services at the then-current rates, unless You provide thirty (30) days advance written notice of Your intent to terminate the Services or the Services are otherwise cancelled or terminated under this Contract.
- YOUR RIGHTS TO USE THE SERVICES.
4.1. Limited Usage Rights. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by SCC. SCC reserves all other rights in the Services. Until termination of this Contract and as long as You meet any applicable payment obligations and comply with the terms of (i) this Contract and (ii) any other Contract between You and SCC relating to the Services, SCC grants to You a limited, personal, worldwide, nonexclusive, non-sub-licensable and nontransferable right and license to use the Services.
4.2. Usage Restrictions. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Contract. You agree that You will not: (i) provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, deconstruct, sell, trade or resell the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services; (iv) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; or (v) otherwise access or use the Services beyond the scope of the authorization granted under this Contract. For the avoidance of doubt, and except as otherwise expressly prohibited in this Contract, You are not restricted from sharing Content created through the Services with any third party in a read-only format; provided, however, any such sharing with third parties is at your own risk, and you agree that SCC has no liability for any damage or loss of any type that is a result of your sharing Content with any third party.
4.3. Suspension or Termination of Usage Rights. SCC may suspend, terminate or otherwise deny Your access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) SCC receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires SCC to do so; or (b) SCC believes, in its sole discretion, that: (i) You have failed to comply with, any material term of this Contract, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Contract; (ii) You have been, or are likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Contract expires or is terminated. This Section 2.3 does not limit any of SCC's other rights or remedies, whether at law, in equity or under this Contract.
- ACCESS TO SERVICES.
5.1. Internet Access. You are solely responsible for setting up, maintaining and operating all information technology infrastructure, including computers, software, hardware, and networks, on or through which the Services are accessed or used. In order to use the Services, You must obtain Internet access, and pay any service fees associated with such access.
5.2. Access Credentials. In order to use the Services, You will be required to register and select Access Credentials (defined herein). "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. You may not bypass or breach any security device or protection used by SCC or a third party or access or use the Services other than by valid Access Credentials. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services. You will manage Your Access Credentials and accept updates. You are responsible for securely managing Your Access Credentials for the Services and agree to contact SCC if You become aware of any unauthorized access to Your account.
6.1. Content License; Restrictions. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through Your use of the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, distribute, engage in or transmit any of the following, including but not limited to:
6.1.1. Illegal, fraudulent, defamatory, seditious, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or
6.1.2. Content that would impersonate someone else or falsely represent Your identity or qualifications, constitutes a false or misleading designation of origin or that constitutes a breach of any individual’s right of privacy or right of publicity;
6.1.3. Any disruptive or harmful software, data or other device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; and
6.1.4. Any information, software or Content which is not legally Yours and without permission from the copyright owner or any other intellectual property rights owner.
6.2. Community Features. The Services may include a community forum or other social features to exchange Content and information with other users of the Services (“Activator Exchange”). SCC does not support and is not responsible for the content in Activator Exchange. Please use respect when You interact with other users in a Activator Exchange. Do not reveal confidential or other information that You do not want to make public.
6.3. Right to Monitor. SCC does not prescreen your content. SCC may, but has no obligation to, monitor Your Content and other content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect SCC or its customers, or operate the Services properly. SCC, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Contract.
6.4. Content Export and Deletion. At any time prior to the expiration or termination of this Contract, You may download Your Content in a portable document format or other format as designated by SCC from time to time. Upon request by You made within 30 days after termination or expiration of this Contract, SCC will make Your Content available to You for export or download in portable document format. After such 30-day period, SCC will have no obligation to maintain or provide any Your Content, and may thereafter delete or destroy all copies of Your Content in Our systems or otherwise in Our possession or control, unless legally prohibited, and You will have no further rights to access it.
- ENTITY CONTENT AND INFORMATION PRIVACY RIGHTS.
7.1. Entity Content. To use the Services, you will need to provide information from your entity when you register.
7.2. Confidential Information. Information you provide about your Entity when using the Services will be treated as Confidential Information as provided in Section 11.
- Personal Content and Information Privacy Rights
8.1. Personal Content. To use the Services, you may need to provide information about You and people associated with Your entity. This information is limited in scope and only extends to that person’s relationship with the entity.
- COMMUNICATIONS. SCC may from time to time send You communications about the Services, such as service announcements, administrative messages, and any other communications. By accessing and using the Services, you agree that SCC may send these communications to You via email or by posting them on our websites, and that these communications are considered part of the Services.
- SERVICE PROVIDERS. We may use third parties in the operation of our Services or to perform any of our obligations in this Contract (each a “Service Provider”). In order for our Service Providers to be able to provide You with certain aspects of the Services, we may share a limited amount of Your data or Content with such Service Provider. Our Contracts with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of Your information for purposes unrelated to the Services.
11.1. Definition. "Confidential Information" means:
11.1.1. SCC’s or Customer’s business and operating model as reflected in its licensing guidelines, legal Contracts, business practices, working manuals regarding content and events and digital infrastructure practices; and,
11.1.2. Any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed Customer or SCC in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form,) (i) that has been marked as confidential; (ii) whose confidential nature has been made known by the disclosing Party to recipient; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential.
11.2. Exclusions. Confidential Information does not include information, technical data or know-how which: (i) is in recipient's possession at the time of disclosure as shown by recipient's files and records immediately prior to the time of disclosure; (ii) before or after it has been disclosed to recipient, becomes part of the public knowledge or literature, not as a result of any action or inaction of recipient; (iii) is approved for release by written authorization of the disclosing party; (iv) is disclosed to recipient by a third party not in violation of any obligation of confidentiality; (v) is independently developed by recipient without reference to Confidential Information; or (vi) is required by a valid order by a court of other governmental body or applicable law.
11.3. Use Limitations. Recipient agrees not to use the Confidential Information for its own use or for any purposes except those purposes expressly set forth above. Recipient shall not use the Confidential Information for purposes of unfair or improper competition. Recipient agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the materials unless permitted in writing by the Disclosing Party.
11.4. Non-Disclosure. Recipient agrees not to disclose the Confidential Information to any third parties or to any of its employees except those employees who have a need to know the Confidential Information for accomplishing the stated purposes described herein and where such employees shall be made aware that the information is confidential and shall be under a written contractual restriction on nondisclosure and proper treatment of confidential information that is no less restrictive than the terms of this Contract. Notwithstanding the foregoing, Recipient may disclose the Disclosing Party's Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that Recipient will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure. Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential information of a similar nature; provided that in no event shall Recipient exercise less than reasonable care to protect the Confidential Information. Recipient agrees to advise the Disclosing Party in writing of any misappropriation
- DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS CONTRACT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCC, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. SCC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
- LIMITATION OF LIABILITY AND INDEMNITY.
13.1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SCC AND ITS SUPPLIERS FOR ALL CLAIMS RELATING TO THIS CONTRACT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, SCC AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SCC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SCC AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS CONTRACT SETS FORTH THE ENTIRE LIABILITY OF SCC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
13.2. Indemnification. You agree to indemnify and hold SCC and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of Your use of the Services or breach of this Contract (collectively referred to as "Claims"). SCC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by SCC in the defense of any Claims.
- TERMINATION. SCC may immediately, in its sole discretion and without notice, terminate this Contract or suspend the Services if You fail to comply with this Contract or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using the Services and any outstanding payments will become due. Any termination of this Contract shall not affect SCC’s rights to any payments due to it. SCC may terminate a free account at any time.
- EXPORT RESTRICTIONS. You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
- GOVERNING LAW AND DISPUTE RESOLUTION. Any and all disputes arising out of or in connection with the subject matter, interpretation or enforcement of this Contract, which are not disposed of by Contract between the parties hereto within a period of ninety (90) days, shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association. Such arbitration shall be held in Fairfax, VA USA. The Parties also agree that any decision rendered by the arbitrator as provided herein shall be binding on both Parties as though issued by a court which would otherwise have jurisdiction over such issue. The number of arbitrators shall be one, and the language to be used in the proceedings shall be English.
- GENERAL. This Contract is the entire Contract between You and SCC and replaces all prior understandings, communications and Contracts, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Contract is invalid, that section will be removed without affecting the remainder of the Contract. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Contract to anyone without written approval of SCC. However, SCC may assign or transfer it without Your consent to (a) an affiliate or subsidiary, (b) a company through a sale of assets by SCC or (c) a successor by merger. Any assignment in violation of this Section shall be void.
End of End-User License Contract