The Terms apply when you access or use any of our online products, services, materials, software, or content, including our website (“Site”), our community forum, support forum, or other services (“Services”), and the documents, images, or other content accessible through our Site (“Content”). By accessing or using the Site, Services, or Content, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, then do not access or use our Site or any Content or Services. If you are an individual acting on behalf of any other entity, you represent that you are authorized to accept these Terms on its behalf. If you do not have that authority, or if you or the entity you represent do not agree with these Terms, then neither you nor the entity should use our Site, Services, or Content.
You may have other agreements with us for specific products or services, such as software or support. (For example, the Community Open Source edition of our software is made available under the terms of the AGPL 3.0 license.) These Terms do not alter those agreements, and if there is a conflict between these Terms and the applicable agreement or terms, then the more specific agreement or terms will govern your use of or access to that product or service.
We make our Site, and the Content and Services accessed through our Site, available to you for your personal non-commercial informational use. You may download and use the Content available through the Site or Services for that purpose; however, you may not redistribute it or use it for any purpose other than as specifically authorized here, and the collection or use of personal information from or about other users is specifically prohibited. “Non-commercial use” means that you or your employer cannot make a business out of your use of our Content or Services. Incidental use of our Content or Services as needed to perform your individual job (for example, reviewing our Site to research whether Splice Machine products or services are appropriate for your company, or using the Splice Machine user forum as a resource for a technical issue you are encountering) is not only permitted, but encouraged. Scraping, “deep linking” or other automated access to or copying of our Site, Services, or Content is not allowed.
We offer Services, including our support forum, user forum and tutorials, as a convenience to the Splice Machine community. None of the Services is an official support channel, and we are not obliged to participate in any of the Services or offer support to users through them.
Our Services may include interactive features, such as a user forum or the ability to upload and share tutorials, where you and other Users can post, transmit, or share Content that will be publicly viewable by others. You are solely responsible for your Content and your use of our Services, and you understand that your posting of Content and other use of our Services is at your own risk. (Your use of any third-party services (for example, if we offer you the ability to join a Splice Machine community channel on Slack), is subject to the third party’s legal terms and policies.) You retain all ownership rights to Content posted by you; you grant us a broad nonexclusive, perpetual, irrevocable, royalty-free, sublicenseable worldwide license to your Content, including but not limited to the rights to use, copy, publish, modify, perform, display, and make derivative works based on it.
We expect our users to be professional and appropriate in their use of our Site and Services; we can suspend, delete or deactivate your account or other privileges, or otherwise refuse service to you, if you violate these Terms or our other policies, or infringe intellectual property, or otherwise engage in behavior that we believe is harmful. Do not provide us with any Content that is confidential, that you don’t have the right to publish, that is defamatory, infringing, illegal or otherwise tortious, or that we otherwise deem harmful or inappropriate. We have no obligation to monitor your or others’ use of our Site or Services, including posting of Content; nonetheless, we reserve the right to do so, and we may remove Content posted by you or others in our sole discretion.
If we require you to open an account to use any of the Services, you must provide accurate and complete information. Account credentials are personal in nature and may be used only by you; you are solely responsible for all use of your account credentials, and you will notify us immediately if your credentials are lost, stolen or otherwise compromised.
If you believe Content on our Site infringes your copyright, you can reach our notification agent at Splice Machine, Inc., 612 Howard Street, Suite 300, San Francisco, CA 94105. Phone: (415) 857-2111. Fax: (415) 801-2967. Email: email@example.com. If you are in the US, your notice must satisfy the requirements enumerated in 17 U.S.C. §512(c)(3).
Our Site, the Services, and the Content provided by us on or through the Site, are the intellectual property and copyrighted works of Splice Machine or our suppliers; we and our suppliers reserve all rights, title and interest not expressly granted to you in these Terms. “Splice Machine” is our registered trademark. Other names appearing on the Site may be trademarks of their respective owners. Please adhere to any applicable trademark, copyright, or other proprietary notices.
We are not responsible for any third-party Content accessed on or through the Site, even if our Site contains a link to it. You bear all risk in connection with the use of third-party content, products, websites, or services.
We and our suppliers provide the Site, Services, and all Content to you on an “As Is” and “As Available” basis; we make no promises and assume no responsibility regarding the function of the Site or Services or the accuracy of Content, and we may add, change, or discontinue features at any time; if you are dissatisfied, your remedy is to stop using the Site or the affected Service. All use is at your own risk. Some jurisdictions do not allow warranty exclusions, so they may not apply to you.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR UNDER ANY OTHER THEORY, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE, SERVICES, OR ANY CONTENT ACCESSED ON OR THROUGH THE SITE. Some jurisdictions do not allow damages exclusions, so they may not apply to you.
You agree to indemnify and hold us harmless, including our officers, directors, employees and agents, from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of any Content provided by you; your violation of these Terms or any other applicable terms; your violation or infringement of any intellectual property or other rights of a third party; or otherwise attributable to your use of the Site, Services, or Content.
Subject to any other more specific agreement we may have with you, we may terminate your right to access and use our Site, Services, and Content at any time, without notice or liability to you, entirely at our discretion.
If you are a minor between the ages of 13 to 18, you are not eligible to use our Site, Services, or Content without the specific permission of your parent/guardian. Minors under the age of 13 are not eligible under any circumstances to use our Site, Services, or Content.
These Terms, and any dispute arising from or relating to your interaction with the Site, Services, Content, or these Terms, are governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action must be brought in a state or federal court in San Francisco, California, and you and Splice Machine consent to the exclusive jurisdiction of and venue in such courts. These Terms do not create any agency, partnership, joint venture, employment or franchise relationship. You may not assign your rights or obligations under these Terms without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate our rights and obligations under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify the Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. Section headings are for convenience of reference only, and are not intended to affect the interpretation of those sections.