Web User Agreement
FOR USERS OF FOCUSIT’S WEBSITE
IF YOU CHOOSE TO ACCEPT THIS AGREEMENT BY CHECKING ON THE “I AGREE” BOX, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT IS PRESENTED TO YOU AS OF THE DATE OF SUCH ASSENT (THE “EFFECTIVE DATE”). NO CHANGES (ADDITIONS OR DELETIONS) TO THIS AGREEMENT WILL BE ACCEPTED BY FOCUSIT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THIS SITE. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
By visiting this Site, You agree to the following:
1. Definitions. In addition to all other defined terms in this Agreement, the following terms have the following meaning: (i) “FOCUSIT Server” means the computer software or hardware that serves and hosts the Site to users across the Internet; and (ii)“User(s)” means You and any other end users gaining access to the Site through You.
2. Access; Conditions to Use of the Site.
2.1 Subject to all of the terms and conditions of this Agreement, FOCUSIT hereby grants to User a non-exclusive, revocable, and limited right to access and use the Site in strict compliance with this Agreement (“Access Right”). FOCUSIT reserves the right to suspend or revoke this Access Right at our discretion without notice. Notwithstanding the foregoing Access Right, FOCUSIT also has the right to change, suspend, or discontinue any (or all) aspects or features of the Site at any time, and from time to time, including the availability of any content or features on the Site. This Access Right granted to User under this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
2.2 User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Site, including, without limitation, Internet connections, modems, hardware, software, and long distance or local telephone service.
2.3 As a condition of User’s use of the Site, User covenants to FOCUSIT that User will not use the Site for any unlawful purpose or for any purpose that is prohibited by this Agreement. User may not use the Site in any manner that could damage, disable, overburden, or impair the Site and any FOCUSIT Servers, or interfere with any other party’s use and enjoyment of the Site. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
2.4 Notwithstanding any assistance that FOCUSIT may provide, the User assumes sole responsible for the uploading and updating of any of the User’s Content (if any) as may be available through the Site.
2.5 Without limiting the generality of the foregoing, User agrees to all of the following provisions: (a) User will not upload to, distribute or otherwise publish through the Site any data, information, messages, text, works, material or any other content, including, without limitation, any personal identifiable information related to the User (collectively, “Content”) that is unlawful, libelous, defamatory, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable; (b) User will not upload or transmit any Content that would violate the rights of any party, would constitute or encourage a criminal offense, or would otherwise create liability or violate any local, state, federal or international law; (c) User will not upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party anywhere; (d) User will not impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity; (e) User will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail; and (f) User will not use the Site for purposes not authorized by FOCUSIT.
2.6 Without limiting the generality of the foregoing, User agrees to all of the following provisions: (a) User is prohibited from violating or attempting to violate the security of the Site or the FOCUSIT Server, including, without limitation: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network; or (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (b) any violation of any system or network security (including, but not limited to, that of the Site or the FOCUSIT Server) may result in civil or criminal liability; and (c) FOCUSIT has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. FOCUSIT also reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the Site. By User’s use of the Site, User authorizes FOCUSIT to take such action.
2.7 In the event the Site, now or in the future, allows User to upload, transmit, or otherwise contribute any Content to the Site, User hereby represents and warrants to FOCUSIT that User has the lawful right to distribute and reproduce such Content. Also, User is solely responsible for its conduct (and the conduct of its users) while using the Site, including, but not limited to, all Content in any folders or web pages (if any), or through any other transactions or interactions User generates, transmits, or maintains via the Site. FOCUSIT takes no responsibility for any such online distribution or publication by User or by any other party. FOCUSIT cannot and will not review every message or other Content that User or any other party may generate or post, and FOCUSIT is not responsible for the Content thereof.
2.8 In addition to any other right to terminate this Agreement, FOCUSIT hereby has the absolute right to immediately terminate, without warning, any account which it believes, in its sole discretion, breaches any of the provisions of this Section 2.
3. Copyrights and Other Intellectual Property Rights; Reservation of Rights.
3.1 FOCUSIT’s policy is to respect the copyright and intellectual property rights of others. FOCUSIT has the absolute right to (i) immediately terminate, without warning, all rights (including, without limitation, all Access Rights) of any Users who (in FOCUSIT’s determination) appear to infringe upon the copyright or intellectual property rights of others, and (ii) remove any Content from the Site that, in FOCUSIT’s determination, may infringe the copyright or other intellectual property rights of any third party.
3.2 This Agreement shall not be interpreted to transfer any rights in any intellectual property from FOCUSIT to any Users. FOCUSIT or its licensors shall solely own all inventions, patents, trademarks/service marks, logos, images, graphics, content, reports, analysis, data, formulae, processes, techniques, software, website designs, all other copyrights, and all other intellectual property provided in, or made available by using, or otherwise contained in, the FOCUSIT Site and otherwise provided in furtherance of this Agreement (collectively, “FOCUSIT IP Assets”).
3.3 FOCUSIT IP Assets may not be used by User without the prior written permission from FOCUSIT, and then only with proper acknowledgement. Any rights not expressly granted herein to User are reserved to FOCUSIT. In addition to any other conditions on User’s Access Right as set forth in this Agreement, User’s Access Right is subject to the following additional conditions: (i) User shall not modify, disassemble, decompile or reverse translate or create derivative works from any of the FOCUSIT IP Assets or otherwise attempt to derive any source code of the same or let any third party do the same; (ii) no copyrighted material, content, or any other FOCUSIT IP Assets may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated either in such materials or in this notice without the express prior written permission of FOCUSIT (which FOCUSIT may or may not grant in its sole discretion); (iii) User shall not remove, alter, cover or obscure any copyright notices or other proprietary rights notices of FOCUSIT or any other party placed on or embedded in the FOCUSIT IP ASSETS and shall otherwise retain all such notices on all copies of the same; and (iv) use of any of the FOCUSIT IP Assets is prohibited unless User is an authorized User in good standing. Unauthorized use is a violation of copyright and other intellectual property rights and is actionable under law.
3.4 User agrees to keep strictly confidential all FOCUSIT IP Assets that have not been made publically available by FOCUSIT. User also acknowledges and agrees that the terms and conditions of this provision shall survive the cancellation, expiration or termination of this Agreement for any reason.
4.1 User agrees that: (i) if the User has any Content or any login or password associated with this Site, then User is solely responsible for maintaining the confidentiality of the same; and (ii) if the User has any login or password associated with this Site, then User (a) is solely responsible for all uses of its login and password regardless of whether these uses are authorized by User. User, and (b) User will immediately notify FOCUSIT of any unauthorized use of the User’s login and password.
4.2 The Privacy Statement for the Site http://www.focusitinc.com/use-policy are hereby incorporated into this Agreement by this reference and User hereby agrees to comply with the same at all times.
5. Indemnity. User will indemnify and hold FOCUSIT, its parents, subsidiaries, affiliates, officers, and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of the User’s access to the Site, use of the Site, the violation or other breach of this Agreement by the User, or the infringement by the User, or any third party using the User’s account, of any intellectual property or other right of any person or entity.
6. Site Resources. The Site may provide a wide variety of information, data, facts, and features (collectively, “SITE Resources”) for the User’s benefit. While FOCUSIT endeavors to provide the most current and accurate Site Resources as possible, the User acknowledges and agrees the Site Resources may be general in nature and may not apply to particular factual circumstances. ALL SITE RESOURCES ARE PROVIDED “AS IS” AND SITE RESOURCES AVAILABLE THROUGH THIS SITE MAY BE SUPERSEDED AND/OR MAY INCLUDE INACCURACIES. ALSO, where a document CONTAINED AS A SITE RESOURCE IS OBTAINED FROM ANOTHER SOURCE, THEN the OTHER SOURCE (AND ITS WEBSITE) takes precedence. FOCUSIT MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THIS SITE, SITE RESOURCES AND ITS FOCUSIT SERVERS AT ANY TIME.
7. Links to Third Party Sites. As a convenience to User, the Site may now, or in the future, provide links to other Internet web sites that are not owned by FOCUSIT, and are not under our control (“Third Party Websites”). FOCUSIT does not control the Third Party Websites and is not responsible for the Content included in them including, without limitation, any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the FOCUSIT Site to any entity, product, service or information does not constitute an endorsement or recommendation by FOCUSIT. No Third Party Website is authorized to make any representations or warranties on our behalf. Your visit to any Third Party Websites are subject to the terms and conditions of such Third Party Websites, and not this Site’s Agreement. User should refer to each Third Party Website’s specific terms.
8. Disclaimer of Warranties; Disclaimer of Liability.
8.1 FOCUSIT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OR ACCURACY OF THE SITE RESOURCES CONTAINED IN THIS SITE. ALL SITE RESOURCES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. FOCUSIT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FOCUSIT FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FOCUSIT DOES NOT WARRANT THAT THE SITE AND THE SITE RESOURCES ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE FOCUSIT SERVER MAKING THIS SITE AVAILABLE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
8.2 FOCUSIT SHALL NOT be liable for any special, indirect, INCIDENTAL OR consequential damages or any damages whatsoever resulting from INCONVENIENCE, OR loss of use, RESOURCES or profits, whether in an action of contract, negligence or other TORTIOUS action, arising out of or in connection with the use or performance of the site, or site resources made available through this Site, or any third party websites, EVEN IF FOCUSIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
10. Termination. In the event User, or anyone other using User’s privileges, violate the terms of this Agreement (as determined in FOCUSIT’s discretion), FOCUSIT reserves the right to take any action it deems appropriate, including, but not limited to, termination of this Agreement, including all Access Rights (as such term is defined in Section 2.1 above). In addition to any other right of FOCUSIT to terminate this Agreement, FOCUSIT further reserves the right, without notice, at any time, in its sole discretion, and for any reason, to terminate this Agreement, including all Access Rights. FOCUSIT is not required to provide mail or web page forwarding at termination.
11. Miscellaneous Provisions.
11.1 Governing Law. This Agreement shall be construed and controlled by the laws of the State of Arizona. The laws of the State of Arizona will govern any dispute arising from the terms of this Agreement or a breach of this Agreement. User agrees to personal jurisdiction by the state and federal courts sitting in the State of Arizona in Maricopa County.
11.2 Notices. Except as otherwise expressly provided in this Agreement, any communications between the parties, or notices to be given hereunder, will be given in writing by personal delivery, express courier, facsimile, or United States Postal Service, postage prepaid, to either User or FOCUSIT at the address or number set forth in the signature block to this Agreement, or to such other addresses or numbers as either Party may hereafter indicate pursuant to this Section. Unless otherwise provided in this Agreement, any communication or notice so addressed and mailed will be deemed to be given five (5) days after mailing. Unless otherwise provided in this Agreement, any communication or notice delivered by (i) facsimile will be deemed to be given when the transmitting machine generates a receipt of a successful transmission of the notice; or (ii) by email will be deemed to be given when the email has been generated and sent by the sender. Unless otherwise provided in this Agreement, any communication or notice given by personal delivery will be deemed to be given immediately upon such delivery, provided such delivery is made to the person indicated below.
11.2 Remedies. User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use of FOCUSIT’s Site, and therefore User agrees that FOCUSIT shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
11.3 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
11.4 Binding Effect; No Assignment by User; Permissible Assignment by FOCUSIT. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that User may not assign this Agreement, in whole or in part. Any purported assignment in violation of this Section shall be void. FOCUSIT shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
11.5 Entire Agreement; Modification; Waiver. This Agreement, including each Exhibit attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of FOCUSIT, User, their agents, or employees, but only by an instrument in writing signed by an authorized employee of FOCUSIT and User. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
If You Have Questions: If You have questions about this Agreement, then You should write to Us at firstname.lastname@example.org.