Smart Cities Activator End User License and Restrictions on use of SCC CONFIDENTIAL DATA

Sat, 2019-08-10 08:08 -- Jon DeKeles

Thank you for selecting the Services offered by Smart Cities Council Inc. (referred to as "SCC", "we", "our", or "us").

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.

Please note the following:

  • Terms regarding SCC CONFIDENTIAL DATA in section 10
  • Non-circumvention terms in section 11
  • Ownership of intellectual property terms in section 7

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. SERVICES.

1.1.    Scope of Contract. This Contract describes the terms governing Your use of the SCC online services provided to You on this website, including the Smart Cities Activator content, capabilities, updates and new releases (collectively, the “Services”). It includes by reference any terms provided separately to You for the Services, including but not limited to SCC's Privacy Policy available on the website or otherwise provided to You, product or program terms, ordering, activation, payment terms, etc.

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.

  1. YOUR RIGHTS TO USE THE SERVICES.

2.1.    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.

2.2.    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.

2.3.    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.

  1. ACCESS TO SERVICES.

3.1.    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.

3.2.    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.   

  1. CONTENT

4.1.    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:

4.1.1.  Illegal, fraudulent, defamatory, seditious, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or

4.1.2.  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;

4.1.3.  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

4.1.4.  Any information, software or Content which is not legally Yours and without permission from the copyright owner or any other intellectual property rights owner.

4.2.    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.

4.3.    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.

4.4.    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.

  1. ENTITY CONTENT AND INFORMATION PRIVACY RIGHTS.

5.1.    Entity Content. To use the Services, you will need to provide information from when you register.

5.2.    Confidential Information. Nothing you enter will be treated as confidential.

  1. Personal Content and Information Privacy Rights

6.1.    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.

6.2.    You can view SCC’s Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable SCC Privacy Policy, and any changes published by SCC. You agree that SCC may use and maintain Your Personal Data according to the SCC Privacy Policy, as part of the Services.

  1. 7.      Data Ownership and Usage.  SCC owns all data, information in any format or form that you enter into Smart Cities Activator except for any information about yourself or your entity (‘Data.’) If this information includes your intellectual property, you hereby license to SCC on a perpetual nonroyalty basis this intellectual property.
  2. 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.
  3. 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.
  4. 10.   SCC CONFIDENTIAL DATA. In connection with this Agreement, "SCC Confidential Data" means any information in any form or medium (whether oral, written, electronic or other) that is in Smart Cities Activator, inputted by you, SCC personnel or other parties.
  5. 11.   Non-disclosure of SCC CONFIDENTIAL DATA. You agrees not to disclose SCC Confidential DATA to any third parties. This includes not contacting any entity or person you learn about when using Smart Cities Activator without the written agreement of SCC. The only exception is if you knew this person or entity before discovering same when using Smart Cities Activator and any communication should be about something other than what you have discovered by using Smart Cities Activator.
  6. 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.
  7. 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.

  1. 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.
  2. 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.
  3. 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.
  4. 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