TERMS AND CONDITIONS OF USE
ACCEPTANCE OF TERMS
One of the Services offered through this Site is a consulting service known as “dimo UX.” Information, materials, files, communications, and documents that are shared by users in conjunction with this service are referred to collectively as “Project Content.” The group of persons among which the collaboration takes place is referred to herein as the “Work Group.” All other user-supplied information, materials, files, communications, and documents, excluding the Project Content, are referred to collectively as “User Content.” “Takimo Content” means all Materials provided by Takimo. Project Content, User Content, and Takimo Content may have different restrictions and conditions associated with them.
TYPES OF USERS
Please be aware that certain activities on this Site, including the Services, such as dimo UX, are available only to persons invited by Takimo to participate in such activities or who contract with Takimo to purchase the Services.
INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS
In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site. In addition to the Materials and Services offered by Takimo, this Site may also make available materials, information, and services provided by third parties (collectively, the “Third-Party Services”). The Third-Party Services may be governed by separate license agreements that accompany such services. Takimo offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the Materials and Services offered by Takimo. You agree that you will not hold Takimo responsible or liable with respect to the Third-Party Services or seek to do so.
Except as expressly indicated to the contrary elsewhere on this Site, you may view, download, and print the Takimo Content and User Content available on this Site subject to the following conditions:
1. The Takimo Content and User Content may be used solely for personal, informational, and internal purposes.
2. The Takimo Content and User Content may not be modified or altered in any way.
3. The Takimo Content and User Content on the Site may not be distributed or sold, rented, leased, or licensed to others.
4. You may not remove any copyright or other proprietary notices contained in the Takimo Content and User Content.
5. Takimo reserves the right to revoke the authorization to view, download, and print the Takimo Content and User Content available on this Site at any time, and any such use shall be discontinued immediately upon notice from Takimo.
6. The rights granted to you constitute a license and not a transfer of title.
The rights specified above to view, download, and print the Takimo Content and User Content available on this Site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of Takimo or other third parties. You are not permitted to use the Marks without the prior written consent of Takimo or such third party that may own the Marks.
LICENSE TO TAKIMO FOR USER CONTENT
Certain Services offered through this Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Site you grant Takimo one of the following types of licenses:
1. For User Content that is the result of your creative efforts and which is intended to be displayed on the Site, you grant Takimo a worldwide, royalty-free, non-exclusive license to modify (for purposes of formatting, maintenance, or Site administration only) and reproduce such User Content. You also grant Takimo the right to distribute and publicly display and perform such User Content for the purpose for which such User Content was submitted to the Site. This license will be in effect until such User Content is removed from the Site.
2. For User Content such as comments to Takimo on user forms, reports or suggestion forms, you grant Takimo and the users of this Site an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such User Content, and you also agree that Takimo is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (c) we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order; or (d) we believe it necessary in order to protect the rights of Takimo or others.
LICENSE TO TAKIMO FOR PROJECT CONTENT
For Project Content that is intended to be accessible only to members of your Work Group, you grant Takimo the right to copy, display, distribute, and otherwise use such Project Content in connection with operation of dimo UX. You agree that Takimo may access and/or disclose such Project Content if Takimo has a good faith belief that it must do so to (a) perform system administration, such as diagnosing and correcting problems, or testing any aspect of dimo UX; (b) respond to a valid court order or subpoena; (c) comply with legislation or regulations, including, without limitation, the Digital Millennium Copyright Act; (d) investigate complaints; or (e) protect Takimo or others from liability or damages. Takimo has no obligation to retain Project Content and you agree that Takimo shall not be liable for any failure to store Project Content.
You may submit only User Content or Project Content to the Site that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, harassing, libelous, offensive, defamatory, obscene, or pornographic materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to this Site.
In using the Site, including all Services and Materials available through it, you agree: not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked sites; not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive, or destructive files; not to create a false identity; not to use or attempt to use another’s account, password, service, or system without authorization from Takimo; not to access or attempt to access any Project Content which you are not authorized to access; not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.
MANAGING CONTENT AND COMMUNICATIONS
Takimo reserves the right, in its sole discretion, to delete or remove User Content from the Site and to restrict, suspend, or terminate your access to all or part of this Site, at any time without prior notice or liability. Takimo may, but is not obligated to, monitor or review any areas on the Site where users transmit or post User Content, including but not limited to areas where Services are available, and the substance of any User Content. To the maximum extent permitted by law, Takimo will have no liability related to User Content or Project Content. Takimo disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content or Project Content.
WARRANTIES AND DISCLAIMERS
Except as expressly provided otherwise in a written agreement between you and Takimo or you and a third party with respect to such party’s materials or services, this Site, and all Materials and Services accessible through this Site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, Takimo makes no warranty that (i) the Services and Materials will meet your requirements; (ii) the Services and Materials will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Services or Materials will be effective, accurate, or reliable; (iv) the quality of any Products, Services, or Materials obtained or accessible by you through the Site will meet your expectations; and (v) any errors in the Services or Materials obtained through the Site, or any defects in the Site, its Services or Materials, will be corrected.
This Site could include technical or other mistakes, inaccuracies, or typographical errors. Takimo may make changes to the Materials and Services at this Site at any time without notice. The Materials or Services at this Site may be out of date, and Takimo makes no commitment to update such Materials or Services.
You understand and acknowledge that (i) Takimo does not control, endorse, or accept responsibility for any content, products, or services offered by third parties through the Site, including, without limitation, third party vendors and third parties accessible through links on the Site; (ii) Takimo makes no representation or warranties whatsoever about any such third parties, their content, products, or services; (iii) any dealings you may have with such third parties are at your own risk; and (iv) Takimo shall not be liable or responsible for any content, products, or services offered by third parties.
PERSONAL INFORMATION AND PRIVACY
Except as otherwise expressly set forth herein, your personal information will be deemed to be confidential. With the exception of Project Content and certain types of User Content, any non-personal information or material sent to Takimo will generally be deemed to NOT be confidential. In any case, you understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Takimo or others.
LIMITATION OF LIABILITY
In no event, including, without limitation, negligence, shall Takimo, its subsidiaries, affiliates, agents, officers, directors, members, employees, partners, or suppliers be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not Takimo has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of or the inability to use this Site, its Services, or Materials, the statements or actions of any third party on or through the Site, any dealings with vendors or other third parties, any unauthorized access to or alteration of your transmissions or data, any information that is sent or received or not sent or received, any failure to store or loss of data, files, or other content, any Services available through the Site that are delayed or interrupted, or any website referenced or linked to or from this Site.
INDEMNITY AND LIABILITY
GOVERNING LAW, JURISDICTION, AND VENUE
This Site (excluding linked sites) is controlled by Takimo from its offices within the state of California, United States of America. By accessing this Site and/or using the Services, you and Takimo agree that all matters relating to your access to, or use of, this Site and/or the Services shall be governed by the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof. You and Takimo also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts within the State of California with respect to such matters, and you agree that any proceeding, claim, action, or alternative dispute resolution arising out of or relating to your use of the Site or the Services shall be brought in a State Court of competent jurisdiction in San Mateo County, California, or if Federal Court is legally required, a Federal Court of competent jurisdiction in the Northern District of California. By using the Site or the Services, you irrevocably submit to the exclusive jurisdiction of said court in any such proceeding, waive any objection you may now or hereafter have to venue or to convenience of forum, agree that all claims in respect of the proceeding shall be heard and determined only in any such court, and agree not to bring any proceeding arising out of or relating to your use of the Site and/or the Services, or any contract or transaction resulting therefrom, in any other court. You further agree that either you, Takimo, or each of you may file a copy of this paragraph with any court as written evidence of the knowing, voluntary, and freely bargained-for agreement between you and Takimo to irrevocably waive any objections to venue or to convenience of forum.