posted this on February 08, 2012 01:02 AM
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CHECKING ‘I AGREE’ TO THIS AGREEMENT, USER IS AGREEING TO BE BOUND BY THIS AGREEMENT.
IF USER DOES NOT WANT TO AGREE TO THIS AGREEMENT, USER SHOULD SELECT ‘CANCEL,’ BUT USER WILL NOT BE ABLE TO USE THE SERVICE.
This agreement is between the individual or legal entity (whether association, trust, company or other type of group that receives the benefit of this Service) agreeing to this agreement (User) and DevelopmentEx.com, Incorporated, dba Devex, a Delaware corporation (Devex).
1) ONLINE INTERNATIONAL DEVELOPMENT SERVICE.
2) USE OF SERVICE.
a). Your Information.
User owns its personal profile within the Service and other information submitted to Devex under this agreement.
User may request deletion of its profile and account at any time, and Devex will delete the profile and account (except to the extent User has shared information or content with others and they have not deleted it, or it was copied or stored by others).
License to User Information. User grants Devex a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicense able, royalty-free right to use, copy, prepare derivative works of, improve, distribute, publish, remove, add, process, analyze, and commercialize, in any way now known or in the future discovered, any information User provides, directly or indirectly to Devex, including, but not limited to, any user generated content, ideas, concepts, techniques or data, User submits to the Service, without any further consent, notice or compensation.
b). Devex Content and Personal Profiles of Others.
All content and information provided by Devex as part of the Service which is branded by Devex or subject to the copyright of Devex(such as Devex reports, videos, news articles, among other things), and third party content or information provided as part of the Service (collectively Devex Content) and the personal profiles of others provided as part of the Service (Personal Profiles) are licensed to User as follows: subject to the other terms of this agreement, Devex hereby grants User a non-exclusive, non-transferable worldwide license to download, store, print, and copy the Devex Content and Personal Profiles for User’s individual purposes up to the number of seat subscriptions subscribed to (whether for a fee or free).
User may not (except as allowed by this agreement): modify, publish, transmit, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Devex Content in whole or in part.
User must comply with applicable laws (including without limitation privacy laws) in using the Personal Profiles.
User may not use the Personal Profiles:
for any purpose other than an online professional networking, or hiring or employment purposes, related to the Service, or
to make unsolicited phone calls or faxes or send unsolicited mail, email, or newsletters to resume holders or to contact any individual (unless they have agreed to be contacted or have demonstrated an interest in such communication).
c). Free Subscription – Specific Terms.
If User has registered for a no-charge use of the Service, User may access the Service until it is cancelled by Devex, with or without cause, or by User. All User information will be deleted after the no-charge period ends, unless it ends because User converts its account to a paid Service.
d). Other User Responsibilities and Restrictions.
User (i) must keep its passwords secure and confidential; (ii) may not share passwords; (iii)is responsible for activities in its account; (iv) must use commercially reasonable efforts to prevent unauthorized access to the Service, and notify Devex promptly of any such unauthorized access; and (v) may use the Service only in accordance with the Service documentation and applicable law.
User may not: (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) attempt to reverse engineer the Service; or (vi) remove or modify any proprietary marking or restrictive legends in the Service, or access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes.
e). Eligibility to Use the Service.
To be eligible to use the Service, User must meet the following criteria and represent and warrant that it: (i) is 18 years of age or older (in the case of individuals); (ii) is not restricted from the Service, or not otherwise prohibited from having a Devex account; (iii) will only maintain one account; (iv) has full power and authority to enter into this agreement; and (v) is not a direct competitor of Devex or a provider of a directly competitive service.
f). Disclosure of User Information In Limited Situations.
Devex may access, preserve, and disclose User’s registration and any other information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (i) enforce this agreement; (ii) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (iii) respond to customer service inquiries; or (iv) protect the rights, property, or personal safety of Devex, other users or the public.
g). Devex Communication with Users.
Devex may communicate with User through its account or through other means (including without limitation email, phone, mail or overnight mail) about User’s account. Devex has no liability associated arising from User’s failure to maintain accurate contact or other information with Devex.
h). User Warranty of Submissions.
By providing information to Devex, User represents and warrants that User is entitled to submit the information and that the information is accurate and truthful, and not misleading, confidential, or provided in violation of any contractual restriction or other third party right. It is User’s responsibility to keep their profile information accurate and updated.
i). Fair Usage.
If User’s usage of Devex Content and Personal Profiles provided within the Service exceeds a certain reasonable threshold, then Devex reserves the right to immediately disable the account, or suspend the viewing or downloading of such information, or both, until the purpose for which User was using the information is validated by Devex, in its discretion. Devex has no liability to User if it decreases User’s access to certain information under this clause.
3) Payment. User may use the Service for no charge or for a fee, depending on the Service selected when signing up. If User purchases any Service for a fee using a payment card, User agrees to Devex storing its payment card information. User also agrees to pay the applicable fees as they become due plus all related taxes (sales, use, VAT, withholding, and other similar taxes) if applicable, and to reimburse Devex for all collection costs. User understands that at the time of ordering the Service there may be additional terms related to the Service User selects.
a). Seat Subscriptions.
The Services are purchased as a seat subscription and may be accessed by no more than the specified number of seat subscriptions purchased. Additional seat subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing seat subscriptions, prorated for the remainder of original subscription term in effect at the time the additional seat subscriptions are added. The added seat subscriptions terminate on the same date as the pre-existing subscriptions. Seat subscriptions are for designated named individuals only and cannot be shared or used by more than one individual, but may be reassigned to a new individual replacing the former individual who no longer requires ongoing use of the Service.
b). Card Payments.
User may pay for the Services online, and Devex will charge its payment card for all purchases and for any additional amounts (including any taxes and late fees, as applicable) owed to Devex. If User wants to designate a different payment card or update the expiration date of its payment card, User must change its information online in the account within the Service or contact Devex support in advance of the next payment due date. If a User’s credit card changes or expires, or is revoked, disputed or not valid for any other reason, Devex may suspend, terminate, or both (without liability) User’s use of the Service upon 5 days notice sent under this agreement.
IN SOME SITUATIONS Devex relies upon public information and data obtained from many sources, the accuracy of which cannot be guaranteed. Devex makes no representation or warranty as to the accuracy of information provided AS PART OF THE SERVICE.
The service allows individuals and organizations to connect with each other for networking, recruitment, and business purposes. Devex is not involved in ANY ACTUAL transaction BETWEEN ANY USERS. devex DOES NOT have control over the quality, safety or legality OF INFORMATION PROVIDED by the service (including all reports, PERSONAL profiles, tenders, among other things), the truth or accuracy of the information provided, the ability of employers to offer job opportunities or the ability of CANDIDATES to fill job openings.
User is solely responsible for the content and accuracy of their profile and other information provided by them within the service. DEVEX is under no legal obligation to, and generally does not, control the information provided by other users that is made available through the service. By its very nature, an INDIVIDUAL’S INFORMATION may BE INACCURATE, deceptively labeled or false.
Devex does not provide any type of PROFESSIONAL advice, whether, accounting, technical, OR legal INFORMATION is provided. This includes information which may be LABELED as advice by devex.
Because user authentication on the Internet is very difficult, Devex does not confirm that each user is who they claim to be. IF there is a dispute with ONE OR MORE USERS, EACH user HEREBY releases Devex (and its employees) from claims, demands, and damages of every kind, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
USER UNDERSTANDS THAT SOME OF THE THIRD-PARTY WEBSITES, DATA SERVICES OR LINKED SITES THAT THE SERVICES USE MAY BE UNAVAILABLE TEMPORARILY OR PERMANENTLY, AND DEVEX IS NOT RESPONSIBLE FOR ANY SUCH UNAVAILABILITY. HOWEVER USER MAY TERMINATE THIS AGREEMENT AT THE END OF THAT MONTH (FOR ITS CONVENIENCE) UPON ANY SUCH UNAVAILABILITY ON A PERMANENT BASIS.
DEVEX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, WITHOUT DELAY AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WHILE DEVEX TAKES REASONABLE MEASURES TO SECURE THE SERVICE, DEVEX DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. DEVEX DOES NOT GUARANTY THAT THE USER’S RESULTS CAN BE ACHIEVED BY USING THE SERVICE.
5) Proprietary Rights.
The software, Devex Content, workflow processes, user interface, designs, know-how and other technologies provided by Devex as part of the Service are the proprietary property of Devex or its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Devex. Devex reserves all rights not expressly granted in this agreement.
By submitting ideas, suggestions or feedback to Devex regarding the Service, User agrees that such items submitted do not contain confidential or proprietary information, and User hereby grants Devex an irrevocable, royalty-free and full paid, perpetual license to such items for any business purpose.
6) LIMIT ON LIABILITYAND DISCLAIMER OF DAMAGE.
a). There may be situations in which, as a result of material breach or other liability arising under or related to this agreement, User is entitled to make a claim for damages against Devex. In each situation (regardless of the form of the legal action (e.g. contract or tort claims)), Devex is not responsible BEYOND THE amount of any direct damage up to the amount paid by User to Devex within the previous 12 months, or in the case of free ACCOUNTS US$50.
b). in no circumstance is Devex responsible for any of the FOLLOWING, ARISING out of or related to this agreement (even if it knows of the possibility of such damage or loss):
loss of, or damage to, data or information;
lost profits, REVENUE OPPORTUNITY, OR PRODUCTIVITY; or
other special, consequential, or indirect damages.
Some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply.
7) TERM, Termination AND Suspension of Service.
User can terminate this agreement any time. Any prepaid fees are refundable according to the cancellation policy terms.
Unless terminated by User, this agreement continues for the duration specified when User ordered the Service, and auto-renews for the duration as specified when ordering according to the Devex renewal policy terms.
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 10-day notice/cure period, if the breach has not been cured.
c). Restrictions on Devex Content and Personal Profiles Upon Termination.
Upon termination of this agreement, all Devex Content and Personal Profiles remains governed by this agreement.
d). Suspension of Service for Violations of Law or Restriction.
Devex may immediately suspend the Service and remove User information if it in good faith believes that, as part of using the Service, User may have violated a law or a restriction in this agreement. Devex will try to notify User in advance, but it not required to do so.
8) INDEMNITY BY USER.
User hereby indemnifies and holds harmless Devex against all damages, fines, and costs (including without limitation attorney's fees and costs) sustained or incurred by Devex arising out of or related to any claim by a third-party alleging that any User-provided information or data violates the intellectual property or other right of any third-party, or causes harm to a third-party; User has misused any Devex Content or a Personal Profile; or otherwise regarding User’s use or access of the Service.
9) Governing LAW AND DISPUTES.
a). Users In the US. For Users residing in the United States, this agreement is governed by the laws of the District of Columbia, without regard to conflicts of law principles. All suits or legal proceedings arising under or related to this agreement (Claim) may only be brought in the federal or state courts for the District of Columbia, and User submits to the personal jurisdiction and venue in that state. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
Optional Arbitration for Claims Less than $10,000. Notwithstanding the foregoing, for any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may choose to resolve the dispute in a more cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, they must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction.
b). Users Outside the US. For Users residing outside the United States, this agreement is governed by the laws of the District of Columbia, without regard to conflict of laws principles. Any dispute between User and Devex arising out of or related to this agreement must be determined by binding arbitration in Washington D.C. (in English) under the then current international rules of the American Arbitration Association. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.
a). Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
b). Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it.
c). No Assignment. User may not assign or transfer this agreement in whole or in part to any third party. Devex may assign or transfer this agreement as part of a merger, or sale of all or substantially all of the assets of a party, or otherwise upon notice.
d). Independent Contractors. The parties are independent contractors with respect to each other.
e). Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
f). Force Majeure.Neither party is liable for force majeure events.
g). Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.
h). CISG Not Apply.The UN Convention on Contracts for the International Sale of Goods does not apply.