Delphix Community
Portal Terms of Use
The Delphix Community Portal (“Community
Site”) is provided as a platform to enable the sharing of best practices and
knowledge with respect to the use of Delphix’s (“Delphix”, “we,” or “us”) products and services amongst
Delphix’s community members and other users to interact with each other by
posting questions and comments. The Community
Site is subject to these Terms of
Use. These Terms of Use, which incorporate our Privacy
Policy (together, our “Terms”), are a legally binding contract
between you and Delphix regarding your use of the Community Site. If you do not
agree any of these Terms, you may not under any circumstances utilize the Community
Site.
1. Permitted Use. You may use the
Community Site for the sole purpose of sharing and exchanging ideas with
community members and other users. Any information posted on the Community Site
will be public information. You agree to use the Community Site in accordance
with all applicable laws.
2.
Prohibited Conduct.
BY USING THE COMMUNITY SITE YOU AGREE NOT TO:
2.1
use the Community Site for any illegal purpose,
or in violation of any local, state, national, or international law;
2.2
conduct
activities that may be harmful, misleading, defamatory, obscene, offensive or
otherwise objectionable to others or that could damage Delphix‘s reputation;
2.3
violate, or encourage others to violate, the
rights of third parties, including by infringing or misappropriating third
party intellectual property rights;
2.4
sell or otherwise transfer the access granted
herein or any Materials (as defined in Section 8 below) or any right or ability
to view, access, or use any Materials;
2.5
interfere with security-related features of the Community
Site, including without limitation by: (i) disabling or circumventing features
that prevent or limit use or copying of any content; or (ii) reverse
engineering or otherwise attempting to discover the source code of the Community
Site or any part thereof except to the extent that such activity is expressly
permitted by applicable law;
2.6
interfere with the operation of the Community Site
or any user’s enjoyment of the Community Site, including without limitation by:
(i) uploading or otherwise disseminating any virus, adware, spyware, worm, or
other malicious code; (ii) making unsolicited offers or advertisements to other
users of the Community Site; (iii) attempting to collect, personal information
about users or third parties without their consent; or (iv) interfering with or
disrupting any networks, equipment, or servers connected to or used to provide
the Community Site, or violating the regulations, policies, or procedures of
such networks, equipment, or servers; or
2.7
attempt to do any of the foregoing in this
Section 2, or assist or permit any persons in engaging or attempting to
engage in any of the activities described in this Section 2.
3.
Content.
Whether
publicly posted or privately transmitted, all information and materials,
regardless of format, including all content, text, images, data, information,
sound, video clips, and other materials displayed, available or present (“Content”)
on the Community Site that originated from users is the sole responsibility of
the person from which such Content originated. You are completely and
absolutely responsible for all Content that you upload, post, email, transmit
or store to, from or on the Community Site. You will not upload, post, email,
transmit or store Content or conduct or participate in any activities using the
Community Site which, in the judgment of Delphix, are likely to be prohibited
by law in any applicable jurisdiction, including laws governing the encryption
of software, the export of technology, the transmission of obscenity, or the
permissible use(s) of intellectual property. Further, unauthorized commercial
advertisements and other forms of solicitation will be removed from the
Community Site without notice and may result in termination of your rights.
Delphix will
not pre-screen or review Content, but reserves the right to refuse or delete any
Content, of which it becomes aware, that it reasonably deems violates these
Terms. By using the Community Site, you may be exposed to Content that is
offensive, indecent or objectionable. You must evaluate, and bear all risks
associated with, the use of any Content, including any reliance on the
accuracy, completeness or usefulness of such Content.
4.
Third-Party
Sites and Linked Websites. As a
convenience to you, the Community Site may contain content, links and sites
related thereto, reports, comments, opinions from other technology
professionals, scripts, white papers, and other information submitted by third
parties over whom Delphix has no control or responsibility (“Third Party
Content and Links”). The Third Party Content and links are not under our
control, and we are not responsible for the accuracy, copyright compliance,
legality, decency or any other aspect of the content of such Third Party
Content and Links. The inclusion of such Third Party Content
and Links do not imply endorsement by Delphix or any association with its
operators. Moreover, Delphix has no obligation to verify any Third Party
Content and Links submitted by a user or third party or to provide any
registration or other information to you concerning any such Third Party
Content and Links. Delphix does not
guarantee the accuracy of Third Party Content and Links, and you, at your sole
risk and discretion, shall be solely responsible for any reliance upon same.
5.
Termination
of Use; Discontinuation and Modification of the Community Site. If you violate any provision of these Terms, your
permission to use the Community Site will terminate automatically.
Additionally, Delphix, in its sole discretion may suspend or terminate your
access to the Community Site at any time, with or without notice. We also
reserve the right to modify or discontinue the Community Site at any time
(including, without limitation, by limiting or discontinuing certain features
of the Community Site) without notice to you. To the fullest extent permitted
under applicable law, we will have no liability whatsoever on account of any
change to the Community Site or any suspension or termination of your access to
or use of the Community Site, to the fullest extent permitted under applicable
law. The foregoing may not apply to personal information to which you may have
access rights under applicable law and as described in the Privacy Policy. You may terminate your account at any time by following
the instructions at Disabling Your Account.
6.
Privacy
Policy; Additional Terms
6.1
Privacy
Policy. Please read the Delphix Privacy Policy carefully for information
relating to our collection, use, storage and disclosure of your personal
information. The Delphix Privacy Policy is hereby incorporated by reference
into, and made a part of, these Terms.
6.2
Additional
Terms. Your use of the Community Site is subject to any and all additional
terms, policies, rules, or guidelines applicable to the Community Site or
certain features of the Community Site that we may post on or link to on the Community
Site (the "Additional Terms"),
such as end-user license agreements for any downloadable applications that we
may offer, or rules applicable to particular features or content on the Community
Site, subject to Section 7 below. All such Additional Terms are hereby
incorporated by reference into, and made a part of, these Terms.
7.
Changes to the Terms. We reserve the right, at our
discretion, to change these Terms on a going-forward basis at any time. In the
event that a change to these Terms materially modifies your rights or
obligations, we will make reasonable efforts to notify you of such change and
we may require you to provide consent by accepting the changed Terms. If we
require your acceptance of the changed Terms, changes are effective only after
your acceptance. If you do not accept the changed Terms, we may terminate your
access to and use of the Community Site. All other changes are effective upon
publication of the changed Terms.
8.
Ownership; Proprietary Rights. The Community Site is owned and
operated by Delphix. The visual interfaces, graphics, design, compilation,
information, data, computer code (including source code or object code),
products, software, and all other elements of the Site (the “Materials”) provided by Delphix are
protected by all relevant intellectual property and proprietary rights and
applicable laws. All Materials contained in the Community Site are the property
of Delphix or our third-party licensors. Except as expressly authorized by Delphix,
you may not make use of the Materials. Delphix reserves all rights to the
Materials not granted expressly in these Terms.
9.
Feedback. If you choose to provide input or
suggestions regarding problems with or proposed modifications or improvements to
the Community Site (“Feedback”),
then you hereby grant Delphix an unrestricted, perpetual, irrevocable, non-exclusive,
fully-paid, royalty-free right to exploit the Feedback in any manner and for
any purpose, including to improve the Community Site.
10. Indemnity. To the fullest extent permitted under applicable law, you agree that you will be responsible for your use of the Community Site, and you agree to defend, indemnify, and hold harmless Delphix and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Delphix Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of the Community Site; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
11. Disclaimers; No Warranties
THE COMMUNITY SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE DELPHIX ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMMUNITY SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY SITE, INCLUDING BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE DELPHIX ENTITIES DO NOT WARRANT THAT THE COMMUNITY SITE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE COMMUNITY SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMMUNITY SITE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE COMMUNITY SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DELPHIX ENTITIES OR THE COMMUNITY SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE COMMUNITY SITE, YOUR DEALINGS WITH OTHER COMMUNITY SITE USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE COMMUNITY SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE COMMUNITY SITE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE COMMUNITY SITE AND ANY ASSOCIATED SITES OR SITES WILL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE COMMUNITY SITE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE COMMUNITY SITE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12. Limitation of Liability
IN NO EVENT WILL THE DELPHIX
ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER
INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR
YOUR INABILITY TO ACCESS OR USE, THE COMMUNITY SITE OR ANY MATERIALS OR CONTENT
ON THE COMMUNITY SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE DELPHIX
ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE DELPHIX ENTITIES
TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY
INABILITY TO USE THE COMMUNITY SITE (INCLUDING ANY MATERIALS OR CONTENT
AVAILABLE THROUGH THE COMMUNITY SITE) OR OTHERWISE UNDER THESE TERMS, WHETHER
IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS, IF ANY, YOU HAVE
PAID TO DELPHIX FOR ACCESS TO AND USE OF THE COMMUNITY SITE IN THE 12 MONTHS
PRIOR TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. Furthermore, nothing in these Terms limits or
excludes any liability that cannot be limited or excluded by law, SUCH AS
LIABILITY FOR INTENTIONAL VIOLATION OF THESE TERMS. NOTHING IN THESE
TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS
UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT
OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE AND INDEPENDENT OF ALL
OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF
ITS ESSENTIAL PURPOSE.
13. Governing
Law.
To the fullest extent permitted pursuant to applicable law, these Terms shall
be governed by the laws of the State of California without regard to conflict
of law principles. To the extent that any lawsuit or court proceeding is
permitted hereunder, you and Delphix agree to submit to the personal and
exclusive jurisdiction of the state courts and federal courts located within San
Mateo County, California for the purpose of litigating all such disputes. If
you are a consumer located in the EU, such jurisdiction of the San Mateo County
courts will be non-exclusive. The Community Site is operated from California, and we make no representation
that Materials included in the Community Site are appropriate or available for
use in other locations.
14. General. These Terms,
together with the Privacy Policy and any other agreements expressly
incorporated by reference herein, constitute the entire and exclusive
understanding and agreement between you and Delphix regarding your use of and
access to the Site, and except as expressly permitted above may be amended only
by a written agreement signed by authorized representatives of all parties to
these Terms. You may not assign or transfer these Terms or your rights
hereunder, in whole or in part, by operation of law or otherwise, without our
prior written consent. We may assign these Terms at any time without notice, to
the fullest extent permitted under applicable law. The failure to require
performance of any provision will not affect our right to require performance
at any time thereafter, nor shall a waiver of any breach or default of these
Terms or any provision of these Terms constitute a waiver of any subsequent
breach or default or a waiver of the provision itself. Use of section headers
in these Terms is for convenience only and shall not have any impact on the
interpretation of particular provisions. In the event that any part of these
Terms is held to be invalid or unenforceable, the unenforceable part shall be
given effect to the greatest extent possible and the remaining parts will
remain in full force and effect. Upon termination of these Terms, any provision
that by its nature or express terms should survive will survive such
termination or expiration, including, but not limited to, Sections 2
through 15.
15. Consent to Electronic Communications.
By using the Community Site, you consent to receiving certain electronic
communications from us as further described in our Privacy Policy. Please read
our Privacy Policy to learn more about your choices regarding our electronic
communications practices. You agree that any notices, agreements, disclosures,
or other communications that we send to you electronically will satisfy any
legal communication requirements, including that such communications be in
writing.
16. Contact Information. The Community Site is offered by Delphix
Corp., located at 1400A Seaport Blvd., Suite 200, Redwood City, CA 94063. You
may contact us by sending correspondence to the foregoing address or by
emailing us at privacy@delphix.com.
If you access the Community Site from the European
Economic Area, you may contact Delphix Software Limited located at Carrick
House, Lypiatt Road, Cheltenham, Gloucestershire GL50 2QJ, United Kingdom.
Last Updated: September
21, 2018