The following are terms of a legal agreement (“Agreement”) between you and Jabian, LLC (“Jabian”). By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.
These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Jabian for products, software, services or otherwise, unless otherwise directed by Jabian. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.
WE MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU BY UPDATING THIS POSTING. YOU SHOULD PERIODICALLY REVIEW THIS AGREEMENT CAREFULLY IN ORDER TO MAKE SURE THAT YOU ARE AWARE OF THE MOST CURRENT TERMS AND CONDITIONS FOR THE USE OF THE SITE. BY USING THIS SITE, YOU AGREE TO BE BOUND BY ANY SUCH REVISIONS AND SHOULD THEREFORE PERIODICALLY VISIT THIS SITE AND PAGE TO DETERMINE THE THEN CURRENT TERMS AND CONDITIONS OF USE TO WHICH YOU ARE BOUND.
Ownership. You acknowledge and agree that all right, title and interest in the Site and all works of authorship and other materials contained on the Site, including without limitation any software, data, text, photos, pictures, graphics, images, audio and video clips, logos, icons, and links, and the selection and arrangement thereof (collectively, the “Jabian Property”) is exclusively the property of Jabian and/or its licensors and that we have granted you no license or rights whatsoever in or to any Jabian Property except as expressly set out in this Agreement. You may not modify, copy, distribute, transmit, sell, transfer, broadcast, circulate, display, perform, reproduce, publish, license, create derivative works from, or otherwise use in any other way for commercial or public purposes, in whole or in part, any Jabian Property, except for the purposes expressly provided in this Agreement, without Jabian’s prior written approval. If you copy or download any Jabian Property, you agree that you will preserve any copyright notices or other such notices contained therein.
Copyright. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Jabian © 2010, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of Jabian. You may not “mirror” any material contained on this Site on any other server without prior written permission from Jabian. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
Trademarks. The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Jabian. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Jabian, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Jabian. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Jabian or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Jabian or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.
Hyperlinks. You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Jabian or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Jabian trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Jabian’s express written consent. Links to third party sites contained on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Jabian has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Jabian does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Jabian shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.
Limited Access. Except as otherwise expressly permitted by Jabian, any access or attempt to access other areas of the Jabian computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the content contained therein without Jabian’s prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Jabian’s infrastructure.
Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through the Site which, in the sole judgment of Jabian: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, “Persons”) or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Site. In addition, you may only use the Site in a manner that, in Jabian’s sole judgment, is consistent with the purposes of the Site. If you are unsure of whether any contemplated use or action is permitted, please contact Jabian at [email protected] By way of example, and not limitation, the following uses described below of the Site are expressly prohibited:
a. upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a Jabian official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images (those not linked from another accessible page);
e. upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
f. upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas of the Site that are designated for such purpose;
h. upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
j. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
l. “stalk” or otherwise harass another;
m. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites; and
n. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.
You agree to defend, indemnify, and hold Jabian and its directors, officers, employees, agents, and affiliates harmless from all claims, losses, damages, obligations, and costs (including without limitation reasonable attorney fees and expenses), arising from or related to (i) your use of the Site, (ii) your breach of this Agreement, (iii) your violation of any third party right, including without limitation any copyright, property right, or privacy right; or (iv) any claim that content provided by you caused damage to a third party. This defense and indemnification obligation will survive your use of the Site and any termination of this Agreement.
THIS SITE, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION, IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. JABIAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUIET ENJOYMENT, NON-INFRINGEMENT MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. JABIAN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THIS SITE, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE OR ANY OTHER SITES LINKED TO THIS SITE. THE MATERIALS OF THIS SITE MAY BE OUT OF DATE, AND JABIAN MAKES NO COMMITMENT TO UPDATE THE MATERIALS AT THIS SITE. JABIAN DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING FROM THIS SITE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. JABIAN DOES NOT WARRANT THAT THIS SITE, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THIS SITE, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE CORRECTED.
LIMITATION OF LIABILITY
IN NO EVENT WILL JABIAN, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED AT OR IN THIS SITE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE, INABILITY TO USE, OR RESULTING FROM THE USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, THE MATERIALS, SOFTWARE OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACTS, STATUTES, REGULATIONS, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
U.S. GOVERNMENT RESTRICTED RIGHTS
The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Jabian’s or other owner’s proprietary rights in them.
APPLICABLE LAWS & MISCELLANEOUS
If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Jabian’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Jabian in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Jabian. Any claim related to this Agreement or the Site may not be brought unless made within the one-year period beginning on the date when the claim first could be filed. If it is not filed within such time, then that claim is permanently barred. This applies to you and your successors as well as to Jabian and its successors and assigns. Except as otherwise expressly provided in this Agreement, notice to Jabian shall be by U.S. mail or recognized national overnight delivery service at Attn: President, Jabian, LLC, 1117 Perimeter Center West, Suite W420, Atlanta, Georgia 30338 with a copy to John Hinton, Baker Donelson Bearman Caldwell & Berkowitz, PC, Monarch Plaza, Suite 1600, 3414 Peachtree Rd., Atlanta, GA 30326-1164. Jabian does not accept e-mail notices. Notice to you may be made by e-mail to any email address you provide during the registration process, by U.S. mail or recognized national overnight delivery service to the address provided during the registration process. This Agreement may not be assigned in any manner by you without the express, prior written permission of Jabian. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal in the County of Fulton, Georgia (the “Georgia Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Georgia Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Georgia courts represent the exclusive jurisdiction for all disputes relating to this Agreement.