1. ACCEPTANCE OF TERMS
1.2 The Terms are entered into by and between Primicon AB ("Primal Content") and You. If you are using the Services on behalf of Your employer, You represent that You are authorized to accept these Terms on Your employer's behalf. Primal Content provides these on-line resources accessible via Primal Content.com (the "Services") to You, subject to the Terms. Unless explicitly stated otherwise, the Terms will govern Your use of any new features that augment or enhance the current Services, including the release of new Primal Content resources. In addition to the Terms, the Primal Content Standard Sales Terms apply to purchases You make through the Primal ContentStore, unless You have currently in effect a separate written purchase or license agreement with Primal Content, in which case that separate purchase agreement governs. If there is a conflict between: (a) these Terms, and (b) either the Primal Content Standard Sales Terms or other applicable purchase or license agreement, the latter prevail.
2. YOUR OBLIGATIONS
In consideration of Your use of the Services, You agree to be solely responsible for: (a) providing true, accurate, current, and complete information about You as prompted by the Service's registration form (the "Registration Data"), and (b) maintaining and promptly updating the Registration Data to keep it true, accurate, current and complete. You are solely responsible for the security of your password. Primal Content is not liable for any unauthorized use of the Website or Services. You acknowledge and agree that certain Services may provide password-restricted access to customer information such as names and certain terms of Your existing contracts to assist You in purchasing, maintaining and supporting Your Primal Content products. By using this Website and registering for such Services, You consent to Primal Content's display of such information via the Services and accept all risks of unauthorized access to such information. If You provide any information that is false, inaccurate, out of date, or incomplete, or Primal Content has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Primal Content may suspend or terminate Your account (as described in Section 9) and refuse any and all current or future use of the Services (or any portion thereof). Primal Content agrees to make reasonable efforts to implement Your requested changes, additions, or deletions to Registration Data within one (1) business day of receipt of such written information. You are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, that You incur in order to use the Services.
3. CONFIDENTIALITY OF PRIMALCONTENT INFORMATION
In order to gain access to the Services, You agree to these confidentiality provisions:
3.1 You acknowledge that You may obtain direct access via the Website to certain Primal Content confidential information, including Primal Content databases containing confidential information of Primal Content and its suppliers, such as technical, contractual, pricing, marketing, and other valuable information ("Information"). You must hold Information in strict confidence and may provide Information to employees in your organization only on a need-to-know basis. You may use the Information from the Website solely for the purpose of purchasing, maintaining and supporting Your Primal Content products and equipment. Title to Information remains with Primal Content and its suppliers. You agree, either as an individual or on behalf of Your employer, to be bound by the provisions of this Section 3. Furthermore, if You are acting on behalf of Your employer, Your employer agrees to indemnify You for violations of this Section 3.
3.2 You do not acquire any rights in Information, except the limited right to use Information as described above.
3.3 Any breach of the Terms will result in irreparable harm to Primal Content for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Primal Content will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Primal Content seeks such an injunction.
3.4 Your obligations regarding Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Primal Content's written request, You must cease use of Information and return or destroy all Information.
3.5 The Terms impose no obligation upon You with respect to Information that You can establish by legally sufficient evidence: (a) You possessed, or knew, prior to Your receipt from Primal Content, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Information and without the participation of individuals who have had access to Information, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Primal Content adequate to afford Primal Content the opportunity to object to the disclosure.
4. YOUR CONDUCT
4.1 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that You, and not Primal Content, are entirely responsible for all Content that You upload, post or otherwise transmit via the Services. Primal Content does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, You may be exposed to Content that is offensive, indecent or Objectionable.
4.2 While it is not our intent to monitor Your online communications, Primal Content reserves the right to edit or remove content that we become aware of and determine to be harmful, offensive or otherwise in violation of these Terms. Primal Content may also remove Content that contains third-party commercial advertisements, is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions ("Restrictions") may also result in the termination or suspension of your account.
4.3 You agree not to post or store on Primal Content.com or any of its affiliated sites any Content that violates or infringes anyone's intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable ("Objectionable").
4.4 You agree not to use the Services in any way for spamming or to transmit chain letters, junk email or bulk communications. You agree not to transmit through the Services any Material that is Objectionable. You agree not to use any Primal Content domain name as a pseudonymous return email address for any communications that You transmit from another location or through another service; and You may not pretend to be someone else or spoof their identity when using the Services. Furthermore, You agree not to transmit unsolicited or bulk communications to any Primal Content account holder or to any Primal Content.com or affiliated email address (regardless of whether You use the Services to transmit any such communication).
4.5 You agree not to use the Services for any unlawful activities not otherwise covered above, including (without limitation) attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making direct threats of physical harm. Additionally, You agree not to use the Services to:
(a) impersonate any person or entity, including, but not limited to, a Primal Content official, My Primal Content Center leader, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
(b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images (those not linked to Primal Content.com from another accessible page);
(c) upload, post or otherwise transmit any Content that You do not have a right to transmit to the public under any law or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(d) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
(f) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;
(g) collect or store personal data about other users;
(h) use Your My Primal Content account as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Primal Content.com.
5. CONTENT SUBMITTED TO PRIMALCONTENT
5.1 Primal Content does not claim ownership of the Content You place on Your My Primal Content Center or any other part of Primal Content.com..
5.2 You acknowledge that Primal Content does not pre-screen Content, but that Primal Content and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Content that is available via the Services. Without limiting the foregoing, Primal Content and its designees may disable, restrict access to or the availability of, any Content that violates the Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You agree to indemnify and hold Primal Content, and its subsidiaries, affiliates, officers, agents, co-branders, alliance members, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of the Services, including any use by Your employees (including as described in Section 3.1), Your connection to the Services, Your violation of the Terms, or Your violation of any rights of another.
7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES
Primal Content may send notices to You via either email or regular mail. The Services may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to You generally on the Services. Primal Content reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Primal Content, in its sole discretion, may terminate Your password, use of the Services or use of any other Primal Content service, and remove and discard any Content within the Services, for any reason, including, without limitation, for lack of use or if Primal Content believes that You have violated or acted inconsistently with the letter or spirit of the Terms. Any termination of Your access to the Services under any provision of the Terms may be effected without prior notice, and Primal Content may immediately de-activate or delete Your Primal Content account and/or bar any further access to such files or the Services. Further, Primal Content will not be liable to You or any third-party for any termination, modification, or suspension of the Services.
8. ADVERTISEMENTS AND PROMOTIONS
Primal Content runs advertisements and promotions from third parties on the Services, Primal Content.com and Primal Content's other Internet properties. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Primal Content found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. Primal Content is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Primal Content advertisers on the Services.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Services and any software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content contained in third-party advertisements or information presented to You through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Except as expressly authorized by Primal Content or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part.
9.2 You may use the Software and related Services only subject to the agreement or license that accompanies such Software or Services. You may use Services only during their specified term, for the enumerated number of times, for the specified number of individuals, or as otherwise limited in the applicable agreement or license. Services involving an update, version release, product release, maintenance release, patch or derivative work of a licensed Software or Service may be used only: (a) on systems for which such Software or Service were specifically licensed; and (b) subject to the license and warranty term governing the original product or Service. Services provided as an element of Primal Content's support, consulting or educational services, also are governed by the terms of the applicable support, consulting or educational services agreement.
9.3 You must not modify, decompile, or reverse engineer any Software Primal Content discloses to You, and must not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Software or Information from the Services.
9.4 "Primal Content Trademarks" means all names, marks, brands, logos, designs, trade dress and other designations Primal Content uses in connection with Products or Services. Customer may refer to Products and Services by the associated Primal Content Trademarks, provided that such reference is truthful and not misleading and complies with the then current Primal Content Trademark and Logo Policies. Customer may not remove or alter any Primal Content Trademarks, nor may it co-logo Products or material associated with Customer's services. Customer acknowledges Primal Content's rights in Primal Content Trademarks and agrees that any and all use of Primal Content Trademarks by Customer shall inure to the sole benefit of Primal Content. Customer agrees not to incorporate any Primal Content Trademarks into Customer's trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.
9.5 Primal Content is committed to respecting others' intellectual property rights, and we ask our users to do the same. Primal Content may, in its sole discretion, terminate the accounts or access rights of users who infringe or otherwise violate others' intellectual property rights. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our copyright agent as described in our copyright policy.
9.6 All Content provided on this Website is provided by or to Primal Content by its respective manufacturers, authors, developers and vendors (the "Third Party Providers") and is the copyrighted work of Primal Content and/or the Third Party Providers. Except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Primal Content or the Third Party Provider. No part of the Website, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of Primal Content. You also may not, without Primal Content's prior express written permission, "mirror" any Content contained on this Website on any other server.
9.7 Nothing on this Website shall be construed as conferring any license under any of Primal Content's or any Third Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.
9.8 Permission is granted to display, copy, distribute and download Primal Content's Content on this Website provided that: (1) both the copyright notice identified below and this permission notice appear in the Content, (2) the use of such Content is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer or broadcast in any media, except as explicitly permitted by valid license covering such materials, and (3) no modifications of any of the Content are made. This permission terminates automatically without notice if You breach any of these terms or conditions. Upon termination, You must immediately destroy any downloaded and printed Content.
9.9 Any unauthorized use of any Content contained on this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
9.10 Content provided by Third Party Providers has not been independently authenticated in whole or in part by Primal Content. Primal Content does not provide, sell, license, or lease any of the Content other than those specifically identified as being provided by Primal Content.
10. DISCLAIMER OF WARRANTIES
10.1 YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND INFORMATION (AS DEFINED IN SECTIONS 1.2 AND 3.1) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE EXPLICITLY STATED, THE CONTENT ON PRIMALCONTENT'S WEBSITES IS PROVIDED "AS IS", "WITH ALL FAULTS," IS EXPERIMENTAL, AND IS FOR COMMERCIAL USE ONLY. PRIMALCONTENT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PRIMALCONTENT MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON PRIMALCONTENT'S WEB SITES. PRIMALCONTENT MAY MAKE AVAILABLE ON PRIMALCONTENT'S WEB SITES CONTENT AVAILABLE FOR DOWNLOADING WHICH HAS BEEN SUBMITTED BY THIRD-PARTY USERS OF PRIMALCONTENT'S WEB SITES. ANY QUESTIONS REGARDING THE CONTENT SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH CONTENT. IN NO EVENT WILL PRIMALCONTENT OR ITS SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM PRIMALCONTENT'S WEB SITES.
10.2 PRIMALCONTENT MAKES NO WARRANTY OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
10.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
10.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Primal Content OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS. Primal Content'S EMPLOYEES ARE NOT AUTHORIZED TO VARY THESE TERMS.
11. LIMITATION OF LIABILITY
11.1 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, PRIMALCONTENT IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF Primal Content HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO: (i) THE USE OF OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES AND PRIMALCONTENT.com; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE FROM PRIMALCONTENT'S WEB SITES.
11.2 YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND WILL NOT MAKE A CLAIM AGAINST PRIMALCONTENT FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT.
11.3 YOU AGREE TO HOLD PRIMALCONTENT HARMLESS FROM, AND YOU COVENANT NOT TO SUE PRIMALCONTENT FOR, ANY CLAIMS BASED ON USING THE WEBSITE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
Primal Content Trademark Notices
Primicon, Primicon AB, Primal Content and the Primal Content logo are trademarks or registered trademarks of Primicon AB. in Sweden, the United States and other countries.