Terms of Access and Use
LAST MODIFIED: December 17, 2018
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AND CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, OR IF YOU DO NOT COMPLY WITH THEM, YOU ARE PROHIBITED FROM ACCESSING, BROWSING, AND/OR USING THIS WEBSITE AND ITS CONTENTS.
Changes to This Agreement: 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 REVIEW THIS AGREEMENT PERIODICALLY IN ORDER TO MAKE SURE THAT YOU ARE AWARE OF THE MOST CURRENT TERMS AND CONDITIONS FOR THE USE OF THE SITE.
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”) are exclusively the property of Jabian and/or its licensors. Jabian grants 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, without Jabian’s prior written approval any Jabian Property, except for the purposes expressly provided in this Agreement. 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 or by the original creator of the material. Permission is granted to you to display, copy, distribute, and download the materials on this Site for personal, non-commercial 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 or its licensors. 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, trademark, privacy, communications and/or other applicable laws and/or regulations.
Trademarks: The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Jabian or its licensors. 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 solely the 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.
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 websites.
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 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.
Infringement: Pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the “Act”), Jabian reserves the right to terminate your use of the Site or the information and content contained therein if it determines in its sole and absolute discretion that you are involved in infringing activity, regardless of whether such alleged infringement is a first-time or repeat occurrence or whether the material or activity is ultimately determined to be infringing.
Additional Use Restrictions: You shall not post, transmit, e-mail, re-transmit, or store material on or through the Site that, in the sole judgment of Jabian, (i) is in violation of any local, state, federal, or international 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 without limitation rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including without limitation 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, solely in Jabian’s 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 of the Site (to the extent applicable to the Site) are expressly prohibited:
a. uploading, posting, e-mailing or otherwise transmitting 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, promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or otherwise is objectionable;
b. harming minors in any way;
c. impersonating any person or entity, including without limitation a Jabian representative, forum leader, guide, or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
d. forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Site or developing restricted or password only access pages, hidden pages, or images (those not linked from another accessible page);
e. uploading, posting, e-mailing, or otherwise transmitting any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. uploading, posting, e-mailing or otherwise transmitting any Content that infringes or misappropriates any patent, trademark, trade secret, copyright or other proprietary rights of any party; 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 (if any); or 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;
g. disrupting the normal flow of dialogue, causing a screen to “scroll” faster than other users of the Site are able to type, or otherwise acting in a manner that negatively affects other users’ ability to engage in real-time exchanges;
h. interfering with or disrupting the Site or servers or networks connected to the Site or disobeying any requirements, procedures, policies, or regulations of networks connected to the Site;
i. intentionally or unintentionally violating any applicable local, state, national, or international law or regulation, including without limitation 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, and the NASDAQ), and any regulations having the force of law;
j. “stalking” or otherwise harassing other Persons; k. promoting or providing instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals, including without limitation providing instructions on how to assemble bombs, grenades, and other weapons, and creating “Crush” sites; and l. effecting security breaches (including without limitation 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) or disruptions of Internet communication.
User Contributions: Any information, questions, comments, suggestions, or ideas that you send to us by or through the Site, at any e-mail address we have provided on the Site, or through any other means, such as submission forms (collectively, “User Contributions”), will be treated as being non-confidential and non-proprietary as to you. By providing any User Contributions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the perpetual, worldwide right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose without owing any compensation to you and without the obligation to attribute the same to you, and the same shall be deemed our property upon receipt. You represent and warrant that (i) you own or control all rights in and to your User Contributions and have the right to grant the rights above to us and our affiliates and service providers and each of their and our respective licensees, successors, and assigns; and (ii) all of your User Contributions do and will comply with this Agreement.
You agree to defend, indemnify, and hold harmless Jabian, its affiliates, and its and their respective members, directors, officers, employees, and agents 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 or loss 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 WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND DATA ACCURACY. JABIAN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THIS SITE OR REGARDING 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 WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THIS SITE WILL BE CORRECTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
IN NO EVENT WILL JABIAN, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM PERSONAL INJURY/WRONGFUL DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE OR INABILITY TO USE THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS, SOFTWARE, OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT JABIAL HAS BEEN 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. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
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 owners’ proprietary rights in them.
General: 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 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; however, this Agreement may not be assigned in any manner by you without the express, prior written permission of Jabian, and any attempted assignment without such permission shall be void. 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.
Notices: 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: Managing Partner, Jabian, LLC, 7000 Central Parkway, Suite 1500, Atlanta, Georgia 30328, 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 or by U.S. mail or recognized national overnight delivery service to any address you provide.
Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia other than its 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.
All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to the Company at [email protected] or:
7000 Central Parkway, Suite 1500
Atlanta, Georgia 30328