2. Acceptance of Terms
Unless otherwise agreed to in a separate signed writing, Your access and use of the Websites and Content is subject to this TOU. Additionally, Your use of the Websites and Content may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, Additional Legal Terms), which may be posted on the Websites where applicable. This TOU and the applicable Additional Legal Terms (together Controlling Terms) form a legally binding agreement between You and PMC regarding Your access and use of the Websites and Content. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. Whenever there is a conflict between the terms in this TOU and Your customer agreement, software license license, and/or partnership agreement, the terms of this TOU shall control Your access and use of Websites and Content.
By accessing or using Websites, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, do not attempt to access or use Websites.
3. Changes and Notices
PMC may make changes to this TOU and to modify, change or discontinue any part or all of the Websites and Content at any time. PMC may notify You of any changes to this TOU, the Websites and Content when You visit the Websites or via email.
4. Confidential Information
You agree not to reproduce any Confidential Information (defined below) to which you are provided access through the Websites in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of PMC and/or its original owner, and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of PMC. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, make, have made, sell, perform, distribute or create derivative works based on Content. As used herein, Confidential Information shall mean all trade secrets and other information, Content which PMC or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through password protected sections of Websites, pursuant to downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure. Reasonable steps means those steps You and/or Your company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care. You shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in Your possession prior to receipt from or disclosure by PMC; or (ii) is or becomes public knowledge other than through Your fault; or (iii) is or was rightfully disclosed to You by a source other than PMC or any party under their respective control; or (iv) is independently developed by You without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by You according to mandatory applicable law. You are not permitted to access PMC or third party Confidential Information which You are not explicitly licensed to use as set forth in Your software license, partnership and/or maintenance agreement.
5. User Information
6. Responsibility for Links
Websites may contain links to external Web sites and information provided on such external websites by PMC partners and third-party service providers. PMC shall not be responsible for the contents of any linked website, or any changes or updates to such sites. You further agree that PMC shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked website.
7. Intellectual Property Rights
All Intellectual Proprietary Rights to any PMC Content shall belong to PMC. Nothing in this TOU shall be deemed to give You the right to modify, reproduce, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any PMC Content for any reason unless otherwise permitted by law. You hereby assign to PMC any modifications or derivative works of any PMC Content made by You in contravention of this section.
8. Termination and Accountability
In the event You are in material breach of the Controlling Terms, PMC may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of Websites. PMC may remove any Content posted on Websites at PMCs sole discretion. PMC shall not be liable to You or any third party for any termination or change to Websites and/or Content.
You agree not to use Websites to:
You agree to indemnify and hold PMC, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your use of the Websites and Content, Your breach of this TOU.
10. Exclusion of Software Warranties
The Websites and Content are made available AS IS. To the fullest extent allowable by law PMC hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
PMC does not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on the Websites, or the materials accessible on such web-pages or (ii) information provided by third parties on the Websites.
11. Limitation of Liability
TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, PMC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITES OR CONTENT; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES.
12. Applicable Law
The laws of the State of California, USA, will govern this TOU without giving effect to any principles of conflicts of laws. The exclusive jurisdiction and sole venue for disputes related to this TOU shall be the Federal and State courts located in Santa Clara County, California, USA. You hereby expressly waive your right to a trial by jury.
Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or PMCs written request, You must cease use of Confidential Information and return or destroy all Confidential Information in Your possession or control.
14. Waiver and Severability
The failure of PMC to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.