WELCOME TO THE POINTDRAGON™ IDE! BEFORE YOU REGISTER FOR ACCESS TO POINTDRAGON OR USE POINTDRAGON IN ANY MANNER, YOU MUST READ AND AGREE TO THESE GRAPH LOGIC INC. TERMS, CONDITIONS AND POLICIES, INCLUDING ANY FUTURE AMENDMENTS (COLLECTIVELY, THE " AGREEMENT"). THE AGREEMENT INCUDES THE FOLLOWING:
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE POINTDRAGON IDE (PRODUCT) AND OF THE GRAPHLOGIC INC. (COMPANY) ONLINE AND OFFLINE SERVICES. AS USED IN THIS AGREEMENT, THE TERMS "YOU" OR "YOUR" REFER TO THE PERSON OR OTHER ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY PARTNERSHIP OR LLC, USING THE SERVICE IN ANY WAY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AS WELL AS ANY OTHER PERSON TO WHICH YOU OR THE ENTITY PERMITS ACCESS AND USE OF THE COMPANY'S SERVICES IN ANY WAY. YOU ALSO AGREE THAT ANY FIRM OR OTHER LEGAL ENTITY OR ANY OTHER PERSON TO WHICH YOU PERMITS ACCESS AND USE IS BOUND TO THESE TERMS AND CONDITIONS, IN WHICH CASE "YOU" AND "YOUR" SHALL REFER TO SUCH COMPANY OR OTHER ENTITY. "YOU" AND "YOUR" ALSO REFER TO ALL POINTDRAGON IDE ACCOUNT HOLDERS AND USER, WHETHER THEY ARE INDIVIDUALS OR ENTITIES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE PRODUCT.
1.1. Subject to the terms and conditions in this Agreement, the Company hereby grants to You a nonexclusive, nontransferable, and nonsublicensable right to use the Technology only as set forth in this Agreement.
1.2. Term of Agreement: This Agreement is effective upon Your acceptance of this Agreement by clicking the button below and will remain in effect until it is revoked, updated, or replaced, which may happen at any time. Any termination notice, upgrade, or replacement of this Agreement will be posted on this site. In the event that the Company terminates this Agreement the Company shall make a reasonable effort to notify you of the termination, either via a posting on this or another related website, ofvia the e-mail address provided by you upon Product registration.
1.3. If, when available, You elect to avail Yourself of any other Product offered by the Company, such as, but not limited to, a no-cost personal account, a fee-based commercial or entity account (such as an account that requires payment of a monthly fee for use of the Technology) or an App Partner account (that has the option of allowing You to license Your Apps to other users pursuant to the terms of a separate license agreement), then Your Apps created by you and the data that you store in Your Apps when using the Technology in accordance with the terms of this Agreement belong to You. However, in no way will you be entitled to ownership in the Product, the Technology, or any third party products or technology used to build the Product. The Product is owned exclusively by the Company and can only be used under the terms of this license Agreement.
2.1. You are responsible for all activity occurring under your User Account and shall abide by all applicable local, state, federal, and foreign laws, treaties, and regulations in connection with Your use of the Technology, including any laws relating to data privacy, international communications, and the transmission of technical or personal data.
2.2. You agree to notify the Company immediately of any unauthorized use of any invitation code, password or registration ID or any other known or suspected breach of security by You or any other member of your User Group.
2.3. You agree to report to the Company immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of the Technology that is known or suspected by You or any other member of your User Group.
2.4. You agree that You will not impersonate any other User or provide false identity information to gain access to or use the Product or Technology.
2.5. Whether You consider yourself to be a primary or secondary Account Holder or member of a User Group, You agree that anyone to whom You allow access under Your account must abide by this license and is subject to its terms.
3.1. Your license to use the Technology to create Your Apps is limited to use by You and Your User Group and cannot be shared with or used by any third party. You agree that You will not:
3.1.1. license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Technology, Your App, and/or your User Account available to any third party in any way that violates any PointDragon IDE policy;
3.1.2. modify or make derivative works based upon the Technology;
3.1.3. create internet "links" to the Technology or "frame" or "mirror" any content on any other server or wireless or internet-based device, except as permitted by the Company and any PointDragon IDE policy; or
3.1.4. disassemble, reverse engineer, analyze, decompile, modify, convert, or translate the Technology or apply any procedure or process to the Technology in order to:
3.1.4.1. build a competitive product or service;
3.1.4.2. build a product using similar ideas, features, functions, or graphics of the Technology; or
3.1.4.3. copy any ideas, features, functions or graphics of the Technology.
3.2. You may use the Technology only under the terms of this Agreement and shall not:
3.2.1. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
3.2.2. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of any third party privacy rights;
3.2.3. send or store material containing software viruses, worms, Trojan horses, or other harmful computer code files, scripts, agents, or programs;
3.2.4. interfere with or disrupt the integrity or performance of the Technology or the data contained within; or
3.2.5. attempt to gain unauthorized access to the Technology or its related systems or networks.
4.1. This Agreement confers the right to use the Technology only for as long as this Agreement is in effect and does not convey to You or any User Group, including any other person or entity any rights of ownership in the Technology. All right, title, and interest, including without limitation any copyright, patent, trade secret, or other intellectual property right in the Technology remains the sole property of the Company. Accordingly, You agree that You will not use any robot, spider, other automated device, or any manual process to monitor or copy any content from the Technology.
4.2. Any services provided to you under this Agreement or related to the Technology, including methods, processes, notes, designs, object or source code, documentation, or memoranda belong to the Company. Except as noted in Section 1.3, all information or intellectual property, such as data, feedback, advice, general information, or designs that you provide to the Company during the term of this Agreement shall belong to the Company, and no compensation shall be given in exchange for such information.
4.3. In the event that the Company discovers that Your App and/or User Account is causing any problem with the Technology, or with any server associated with the Technology, the Company may access and/or copy Your App and/or User Account to a location controlled by the Company so that the Company may investigate Your App and/or User Account, for the purpose of researching the problem.
5.1. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE TECHNOLOGY OR ANY RELATED CONTENT. THE TECHNOLOGY, WHETHER IT IS IN BETA FORM OR IN ANOTHER FORM, AND WHETHER PAID FOR OR FREE TO THE USER, IS PROVIDED TO YOU ON AN AS IS BASIS. BY ACCEPTING THIS LICENSE YOU AGREE THAT YOU UNDERSTAND THAT THE TECHNOLOGY MAY NOT OPERATE ACCORDING TO THE SPECIFICATIONS AT ALL TIMES. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT:
5.1.1. THE USE OF THE TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
5.1.2. THE TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR RESULT IN REVENUES OR PROFITS;
5.1.3. ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE;
5.1.4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
5.1.5. ERRORS OR DEFECTS WILL BE CORRECTED; OR
5.1.6. THE TECHNOLOGY OR SERVERS THAT MAKE THE TECHNOLOGY AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
5.2. THE COMPANY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR ALL OTHER TANGIBLE OR INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:
6.1.1. THE USE OR THE INABILITY TO USE THE SERVICE;
6.1.2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE TECHNOLOGY;
6.1.3. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
6.1.4. STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE TECHNOLOGY; OR
6.1.5. ANY OTHER MATTER RELATING TO THE TECHNOLOGY.
6.2. YOU ALSO AGREE THAT THE COMPANY WILL NOT BE LIABLE FOR ANY:
6.2.1. INTERRUPTION OF BUSINESS;
6.2.2. ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR ANY WEB SITE(S) YOU ACCESS THROUGH THIS TECHNOLOGY;
6.2.3. DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION;
6.2.4. UNAUTHORIZED ACCESS TO DATA ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE TECHNOLOGY OR IN ANY RESTRICTED FIELD THEREIN; OR
6.2.5. EVENTS BEYOND THE COMPANY'S REASONABLE CONTROL.
6.3. THE COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND/OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
7.1. In the event that the Company terminates this Agreement, the following sections shall survive the termination: Section four (No Ownership Conferred), Section five (Representations and Disclaimer of warranty), Section six (Limitation of Liability), Section eight (Confidentiality), and Section nine (General Terms and Conditions).
8.1. Confidential Information includes any business, operational, or technical information provided to you by the Company that is identified in any way as confidential or proprietary, or that you know or should know is confidential or proprietary. You and all members of your User Group acknowledge that the Company's Confidential Information is valuable, both to the Company and any other third party licensors whose product may have been part of the creation of this Technology. You agree that money damages will not be adequate to compensate the Company for a breach of confidentiality, and that injunctive relief shall be issued in favor of the Company for any breach.
8.2. If any of the Company's Confidential Information is demanded by a lawful order from any court of competent jurisdiction, or any body empowered to issue such an order, you agree to notify the Company of such order and to provide the Company with a reasonable opportunity to seek protective measures for the Confidential Information demanded.
9.1. You acknowledge that the exportation from the United States of the Technology and related technical data is subject to compliance with United States export laws, including, without limitation, the United States Bureau of Export Administration Regulations, as well as the regulations of any other United States government agency which restricts exports, re-exports, and release of United States origin products and their technical data. You agree to commit no act which, directly or indirectly, violates any United States law, regulation, or treaty, or any other international treaty or agreement, relating to the export, re-export, or release of any of the products or associated technical data to which the United States adheres or with which the United States complies. The Company makes no representation that the Technology is appropriate or available for use in other locations. If you use the Technology from outside the United States, you are solely responsible for compliance with all applicable laws, including, without limitation, the export and import regulations of other countries. Any diversion of your imputed data, contrary to United States law, is prohibited.
9.2. This Agreement may not be assigned by you without the prior written approval of the Company. Any purported assignment in violation of this section shall be void.
9.3. Any actual or proposed change in control of your entity that results or would result in a direct competitor of the Company directly or indirectly owning or controlling 50% or more of you shall entitle the Company to terminate this Agreement immediately.
9.4. If You are a unit or agency of the United States Government, or if a license hereunder is acquired pursuant to a contract with any such unit or agency, then all licenses granted hereunder are subject to all applicable laws and regulations governing commercial computer software and related documentation, any federal acquisition regulations, and any other current or successor regulations and laws.
9.5. This Agreement is governed by and to be construed in accordance with the laws of the State of Connecticut without regard to any contrary conflicts of law principles. All legal actions arising under this Agreement will be initiated and maintained in the state or federal courts in New Haven County, Connecticut. You irrevocably consent to such jurisdiction and venue.
9.6. You agree that if the Company prevails in any legal action or arbitration relating to this Agreement, the Company will be entitled to recover its attorneys' fees and all other related legal fees and expenses incurred in connection with such action or arbitration.
9.7. You agree that any and all controversies relating directly or indirectly to this Agreement may be submitted to a local arbitrator located in New Haven County, Connecticut. Notwithstanding the foregoing, the Company will be entitled to injunctive relief from a court of competent jurisdiction in the venue specified in Section 9.5 to prevent or remedy any breach of this Agreement.
9.8. In the event that any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the fullest extent permissible and the remainder of this Agreement will remain in full force and effect.
9.9. This Agreement constitutes the complete agreement between You and the Company, and supersedes all prior or contemporaneous communications with respect to the subject matter of this Agreement. No modification of this Agreement is effective unless contained in writing and signed by You and/or an authorized representative of the Company.
9.10. The failure of the Company to prosecute its rights with respect to a breach under this Agreement shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
9.11. Any claim, demand, or cause of action relating to this Agreement that may be brought by You shall be deemed barred and forever waived if legal action or arbitration is not commenced within one year after the aggrieved party first acquires actual notice of such.
9.12. This Agreement and the terms contained herein are subject to change at any time, including, but not limited to, the imposition of any fees, membership dues, or other costs that the Company chooses to assess for the use of the PointDragon IDE or any other Company products. The Company makes no promise or representation that the use of the PointDragon web site or the PointDragon IDE will remain free of charge.
In compliance with Public Act 08-167 of the Connecticut General Statutes, we wish to inform you that it is our policy to protect our clients' privacy:
We do not disclose any nonpublic personal information about you to anyone for any purpose that is not specifically permitted by law and any applicable State Ethics rules.
We make reasonable efforts to restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We make reasonable efforts to train those employees to protect the privacy of our clients. We maintain physical, electronic, and procedural safeguards that comply with federal and state law to guard your nonpublic personal information.
It is the policy of this company to: