ACCEPTANCE OF TERM
MODIFICATIONS TO THIS AGREEMENT
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.
At our discretion, we may offer free or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs
THIRD PARTY DATA
Discrepancies with Customer Data collected from third party sites may be addressed by changing the Customer Data at the third-party source, while following the third-party’s Terms of Service. Customer Data may also be changed within Connector once Connector registration has occurred.
Your interactions with organizations and/or individuals found on or through the Service, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction or interaction with any of these third parties. While we will attempt for the data displayed for an email address provided for validation to be accurate, we cannot make any guarantees about the accuracy of the Connector service.
INTELLECTUAL PROPERTY RIGHTS
Subject to the terms and conditions of this Agreement, Connector grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Connector related to the Services, the Site or Connector or its business (“Feedback”) shall become Connector’s property without any compensation or other consideration payable to you by Connector, and you do so of your own free will and volition. Connector may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Connector may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Connector in any Feedback and, as applicable, waive any moral rights.
Connector owns any test results, data information and other output generated by your use of the Site and/or the Services during the term of this Agreement. You may not disclose to any third party any test results or performance information regarding the Site or the Services, whether generated by you, Connector or a third party, except where expressly permitted.
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
PASSWORD & SECURITY
PRIVACY, OPT OUT AND INFORMATION DISCLOSURE
That is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way;
That you don’t have express consent from the owner of copyright of such Customer Data to upload, email or otherwise make available;
That impersonates any person or entity, including, but not limited to, a Connector employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures.);
That is false, deceptive, misleading, deceitful, misinformed, or constitutes “bait and switch”;
That infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Customer Data that you do not have a right to make available under any law or under contractual or fiduciary relationships;
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;
That disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other members’ ability to use the Service; or
That employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Customer Data transmitted through the Service.
Additionally, you agree not to:
Collect personal data about other members for unlawful purposes;
Attempt to gain unauthorized access to Connector’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the Connector website;
LIMITATIONS OF SERVICE
ACCESS TO THE SERVICE
You may create a hyperlink to the home page of Connector sites so long as the link does not portray Connector, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.
Use of the Service beyond the scope of authorized access granted to you by Connector immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Customer Data made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from Connector.
TERMINATION OF SERVICE
the Website and the Services;
All Optimizer Pre-Existing IPR; and
All documentation, know-how, methodologies, equipment and other materials supplied or made available to the Customer under or in connection with this agreement, and nothing in this agreement transfers or assigns to the Customer any of those rights.
CUSTOMER INTELLECTUAL PROPERTY RIGHTS
The Customer grants to Optimizer a non-exclusive, non-transferable, royalty-free license to use and reproduce the Customer Data solely for the purpose of enabling Optimizer to discharge its obligations under this agreement.
Use and disclosure:
for disclosures permitted under this clause; and
to the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law or in accordance with the rules of an applicable stock exchange.
Use and disclosure of Confidential Information
A Receiving Party may disclose Confidential Information of the Disclosing Party:
to persons who:
have a need to know for the purposes of this agreement (and only to the extent that each has a need to know); and
in the case of the Personnel of the Receiving Party, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and
in the case of other persons, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Receiving Party under this agreement (each a Direction).
Receiving Party’s obligations
ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 9.2(b)(ii) complies with its Direction; and
notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction.
Disclosure required by Law
before doing so:
notify the Disclosing Party; and
give the Disclosing Party a reasonable opportunity to take any steps that the Disclosing Party considers necessary to protect the confidentiality of that information; and
notify the third person that the information is confidential to the Disclosing Party.
use Customer Data held by Optimizer, or to which Optimizer has access, other than for the purposes of fulfilling its obligations under this agreement; or
purport to sell, let for hire, assign rights in or otherwise dispose of any Customer Data, other than as required to enable Optimizer to:
disclose Customer Data to Network Operators in accordance with the terms of Optimizer’s agreements with such Network Operators; and
comply with applicable Laws or the rules of any applicable stock exchange
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
COMPLIANCE WITH LAW
You also agree to comply with all applicable laws, regulations, agreements, and licenses regarding your use of Connector including but not limited to those regarding the transmission of technical data exported from New Zealand or the country in which you reside.
VIOLATION OF TERMS
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Connector does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Connector has the benefit of under any applicable law), this will not be taken to be a formal waiver of Connector’s rights and that those rights or remedies will still be available to Connector.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.