Delphix Community Portal Terms of Use

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