1. ACCEPTANCE OF TERMS
SDNCentral, LLC . provides the information and services on the sdncentral.com site and its affiliates (“Sites”) to you, the user, conditioned upon your acceptance, without modification, of the terms and conditions of use applicable to such Sites. Your use of the Sites constitutes agreement with the terms and conditions of use set forth herein (the “Terms”). Before using SDNCentral and affiliated sites, please carefully read this agreement relating to your use of Sites. By using Sites, you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, please do not use SDNCentral.
SDNCentral reserves the right, at SDNCentral’s sole discretion, to change, modify, add or remove portions of these Terms periodically. Such modifications shall be effective immediately upon posting of the modified agreement to the website unless provided otherwise which posting shall constitute notice of such modifications.
Your continued use of Sites following the posting of changes to these Terms will mean that you accept those changes. Use of Sites constitutes full acceptance of and agreement to the Terms; if a user does not accept SDNCentral’s Terms, he or she is not granted rights to use Sites as defined herein, and should refrain from accessing Sites. SDNCentral reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any or all of the Sites. SDNCentral shall not be liable to any user or other third party for any such modification, suspension or discontinuance except as expressly provided herein.
2. NO UNLAWFUL OR PROHIBITED USE
By using the Sites, you warrant to SDNCentral that you will not use the Sites, or any of the content obtained from the Sites, for any purpose that is unlawful or prohibited by these Terms. If you violate any of these Terms, your permission to use the Sites automatically terminates.
3. DESCRIPTION OF SERVICES
The Sites are owned and operated by SDNCentral LLC for the purpose of creating a community, development, discussion and innovation around Network Virtualization (the “Purpose”). The Sites provide technology news, tools, products, events, job listings and education for the IT community.
4. REGISTRATION OBLIGATIONS
When requested, each Sites user must: (1) personally provide true, accurate, current and complete information on the Sites’s registration form (collectively, the “Registration Data”) and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, SDNCentral has reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, SDNCentral may suspend or terminate that user’s account and prohibit any and all current or future use of the Sites (or any portion thereof) by that user other than as expressly provided herein. Each user will receive passwords and account designations upon completing certain Sites registration processes and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. SDNCentral cannot and will not be liable for any loss or damage arising from a user’s failure to comply with this Section, including any loss or damage arising from any user’s failure to: (1) immediately notify SDNCentral of any unauthorized use of his or her password or account or any other breach of security; and (2) ensure that he or she exits from his or her account at the end of each session. You represent and warrant that you are of legal age in your jurisdiction to create binding contractual and financial obligations and to assume any liability that you may incur as a result of your use of Sites. You must be 13 years of age or older to use this site. If you are at least 13 years of age, but under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of Sites.
Use of the Sites is void where prohibited. For users of the Sites, you represent you are not a person on a list barring you from receiving services under U.S. laws or other applicable jurisdiction, including without limitations, the Denied Persons List and the Entity List, and other lists issued by the U.S. Department of Commerce, Bureau of Industry and Security, detailed at http://www.bis.doc.gov/complianceandenforcement/ListsToCheck.htm (or successor sites thereto). Users residing in countries on the United States Office of Foreign Assets Control sanction list, may not post Content to, or access Content available through the Sites.
All information, data, text, software, music, sound, photographs, graphics, video, messages, or any other materials whatsoever (collectively, “Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that the user, and not SDNCentral, is entirely responsible for all Content that he or she uploads, posts, emails or otherwise transmits via the Sites. No user shall transmit Content or otherwise conduct or participate in any activities on Sites that, in the judgment of SDNCentral, is likely to be prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property. SDNCentral reserves the right to modify, refuse or delete any Content of which it becomes aware and reasonably deems not to fulfill the Purpose. In addition, SDNCentral shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content that it reasonably considers to violate the Terms or be otherwise illegal. SDNCentral, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by SDNCentral to protect the rights, property, or personal safety of Sites’ users and the public. SDNCentral does not control the Content posted to the Sites and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will SDNCentral be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Sites. Each user, by using the Sites, may be exposed to Content that is offensive, indecent or objectionable. Each user 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.
6. LICENSING AND OTHER TERMS APPLYING TO CONTENT POSTED ON THE SDNCENTRAL SITES:
Use, reproduction, modification, and other intellectual property rights to data stored on SDNCentral will be subject to licensing arrangements that may be approved by SDNCentral as applicable to such Content. With respect to text or data entered into and stored by publicly-accessible site features such as forums, comments and bug trackers (“SDNCentral Public Content”), the submitting user retains ownership of such SDNCentral Public Content; with respect to publicly-available statistical content which is generated by the site to monitor and display content activity, such content is owned by SDNCentral. In each such case, the submitting user, hereby grants SDNCentral a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license. With respect to Content posted to private areas of the Sites, the submitting user (i) herby grants SDNCentral a royality-free, perpetual, irrecoverable, non-exclusive license to display such Content in such private area of the Site and (ii) may grant to SDNCentral such additional rights and licenses as the submitting SDNCentral user deems appropriate. Content located on any SDNCentral-hosted subdomain which is subject to the sole editorial control of the owner or licensee of such subdomain, shall be subject to the appropriate license applicable to such Content, or to such other licensing arrangements as may be approved by SDNCentral as applicable to such Content. For the purposes of these Terms, “Content” means any text, data, music, sound, photograph, graphic, video, message or material, whether publicly posted or privately transmitted via the Sites.
When you create or make available your Content on the Sites, you represent and warrant that:
- you own or have sufficient rights to post or make available your Content on or through the Sites;
- the posting or making available of your Content on or through the Sites does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights, including intellectual property rights, of any person or entity;
- your Content does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
- your Content is not obscene, lewd, lascivious, excessively violent, harassing, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another;
- your Content does not endorse or promote racism, bigotry, hatred, or physical harm of any kind against another group or individual, and does not discriminate, incite harassment or advocate harassment of any group or individual;
- your Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health and well-being of minors;
- if your employer has rights to intellectual property you create, you have either received permission from your employer to make available your Content, or secured from your employer a waiver as to all rights in or to your Content; and
- your Content does not constitute, contain, install or attempt to install or promote spyware or malware or any other computer code (whether on the Sites’ or others computers or equipment) intended to, or that does, enable you or others to gather information about or monitor the online or other activities of another party, unless it discloses such functionality to the user in a clear and conspicuous manner and the user affirmatively consents to such use; and, your Content does not otherwise violate, or link to material that violates, any provision of these Terms or any local, state, or federal law or regulation, including any law designed to regulate electronic advertising.
7. NO RESALE OF SERVICE
You agree not to sell, resell, or offer for any commercial purposes, any portion of the Sites, use of the Sites, or access to the Sites.
8. GENERAL PRACTICES REGARDING USE AND STORAGE
SDNCentral may establish general practices and limits concerning use of the Sites. While SDNCentral will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, SDNCentral has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by any of the Sites. SDNCentral reserves the right to mark as “inactive” and archive accounts and/or Content that are inactive for an extended period of time. SDNCentral reserves the right to change these general practices at any time, in its sole discretion, with notice to users and the public as described in Section 1 above. In addition, you will use the Sites in compliance with all applicable international, state, federal and local laws and in accordance with these Terms. In addition to the above, you may not access or use the Sites for any purpose other than that for which SDNCentral makes it available. Without limiting any other remedies, SDNCentral may suspend or terminate your SDNCentral account if we suspect that you have engaged in unlawful or prohibited activity in connection with the Sites. SDNCentral reserves the right, in its sole discretion to investigate and take appropriate legal action against anyone who, in SDNCentral’s sole discretion violates this provision. Prohibited activity includes, but is not limited to: illegal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking (including using any information obtained on or via the Sites to harass, abuse, stalk, or harm another person), spamming, copyright infringement, patent infringement, or theft of trade secrets; using any information obtained from the Sites in order to contact, advertise to, solicit, or sell to any user without such user’s prior explicit consent (including non-commercial contacts like chain letters); compiling or collecting Associated Content, Site Materials, or Sponsor Content from the Sites as part of a database or other work; interfering with, disrupting, or creating an undue burden on the Sites or the networks or services connected to SDNCentral, including, without limitation, any attempt to circumvent the access controls or security measures of the Sites; accessing the Sites by any means other than through interfaces provided by the Sites, unless otherwise specifically authorized by SDNCentral in a separate, prior written agreement; circumventing, disabling or otherwise interfering with security-related features of the Sites, or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Sites or the Materials therein; attempting to impersonate another user or person, using the user account of another person, and selling or otherwise transferring your user account, or otherwise misrepresenting your affiliation with a person or entity; and, selling, reselling or offering for any commercial purposes, any portion of, use of, or access to the Sites, except where specifically endorsed or approved by SDNCentral.
SDNCentral may terminate a user’s account in SDNCentral’s absolute discretion and for any reason. SDNCentral is especially likely to terminate for reasons that include, but are not limited to, the following: (1) violation of these Terms; (2) abuse of site resources or attempt to gain unauthorized entry to the site or site resources; (3) use of the Sites in a manner inconsistent with the Purpose; (4) a user’s request for such termination; or (4) as required by law, regulation, court or governing agency order. SDNCentral’s termination of any user’s access to any or all SDNCentral may be effected without notice and, on such termination, SDNCentral may immediately deactivate or delete user’s account and/or bar any further access to such files. SDNCentral shall not be liable to any user or other third party for any termination of that user’s access or account hereunder. In addition, a user’s request for termination will result in deactivation but not necessarily deletion of the account. SDNCentral reserves the right to delete, or not delete, a user’s account at SDNCentral’s sole discretion, as well as to delete, or not delete, content at SDNCentral’s sole discretion.
SDNCentral, any SDNCentral Site or a third party may provide links to other websites. SDNCentral exercises no control whatsoever over such other websites and web-based resources and is not responsible or liable for the availability thereof or the Content, advertising, products or other materials thereon. SDNCentral shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of linked websites, including information, material, products and services therein, is solely at your own risk. The SDNCentral Sites’ Privacy Statement is applicable only when you are on an SDNCentral Site. Once you choose to link to another website, you should read that website’s privacy statement before disclosing any personal information.
11. INDEMNITY; DISCLAIMER; LIMITATIONS OF LIABILITY
Each user shall indemnify, defend and hold harmless SDNCentral, and its parent corporation and affiliates and their respective officers, employees and agents, and each of SDNCentral’s website partners, from any and all claims, demands, damages, costs, and liabilities including reasonable attorneys’ fees, made by any third party due to or arising out of that user’s acts or omissions, including claims arising out of that user’s use of the SDNCentral Sites; his or her submission, posting or transmission of Content or his or her violation of the Terms. EACH USER’S USE OF THE SDNCENTRAL SITES IS AT HIS OR HER SOLE RISK. THE SDNCENTRAL SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SDNCENTRAL ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. SDNCENTRAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, SDNCENTRAL MAKES NO WARRANTY THAT (i) THE SDNCENTRAL SITES OR ANY SERVICE THEREON WILL MEET YOUR REQUIREMENTS, (ii) ANY USER ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY ANY USER WILL MEET HIS OR HER EXPECTATIONS, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. EXCLUDING ONLY DAMAGES ARISING OUT OF SDNCENTRAL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SDNCENTRAL 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 OTHER INTANGIBLE LOSSES (EVEN IF SDNCENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY USER’S USE OR INABILITY TO USE ANY SDNCENTRAL SITES OR SERVICES THEREON; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SDNCENTRAL SITES; OR ANY OTHER MATTER RELATING TO THE SDNCENTRAL SITES. IN NO EVENT SHALL SDNCENTRAL’S TOTAL CUMULATIVE LIABILITY TO ANY USER OR OTHER PARTY UNDER THESE TERMS OF SERVICE OR OTHERWISE EXCEED US$1,000.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING HEREIN SHALL BE DEEMED TO CREATE AN AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER OR FRANCHISOR-FRANCHISEE RELATIONSHIP OF ANY KIND BETWEEN SDNCENTRAL AND ANY USER OR OTHER PERSON OR ENTITY NOR DO THESE TERMS OF SERVICE EXTEND RIGHTS TO ANY THIRD PARTY. AS NOTED ABOVE, SDNCENTRAL DOES NOT AND CANNOT CONTROL THE ACTIONS OF SDNCENTRAL SITE USERS, VISITORS OR LINKED THIRD PARTIES. WE RESERVE THE RIGHT TO REPORT ANY MALFEASANCE THAT COMES TO OUR ATTENTION TO THE APPROPRIATE AUTHORITIES. WE DO NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO SDNCENTRAL SITES. OPERATION OF SDNCENTRAL SITES MAY BE SUBJECT TO INTERFERENCE FROM NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEBSITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY SDNCENTRAL. Any claim or cause of action arising out of or related to use of the Sites or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
12. TRADEMARK INFORMATION
SDNCentral, the SDNCentral logo and other SDNCentral trademarks, service marks, and product and service names are SDNCentral trademarks or registered trademarks in the United States and in other countries (the “SDNCentral Marks”). All other names and designs may be trademarks of their respective owners.
SDNCentral is generally unable to evaluate the merits of trademark disputes because trademark rights may be based on registration or common law use, exist only for certain categories of goods or services and may differ internationally. Therefore, SDNCentral expects you to resolve trademark disputes directly with the Content submitter rather than utilize SDNCentral as an intermediary.
SDNCentral respects the intellectual property rights of others, and requires that the people who use the SDNCentral Sites do the same. It is our policy to respond promptly to claims of intellectual property misuse. Please note that you will be liable for damages (including costs and attorneys’ fees) if you make any material misrepresentations when making or countering a copyright infringement claim. If you believe that your work has been copied and is accessible on this site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:
a. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
b. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SDNCentral to locate the material (e.g., URL).
c. Information reasonably sufficient to permit SDNCentral to contact you, such as name, postal address, telephone number, and, if available, an email address at which you may be contacted.
d. Include the following statement: “I have a good faith belief that use of the material described above in the manner complained of is not authorized by the copyright owner, its agent, or the law.”
e. Include the following statement: “The information in the notification is accurate, and under penalty of perjury, I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
f. A physical, electronic or digital signature, in a form reasonably acceptable to SDNCentral, of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
g. Send written communication to the following contact:
1175 Saratoga Avenue, Suite 11
San Jose, CA 95129
The Terms constitute the entire agreement between each user and SDNCentral and govern each user’s use of SDNCentral Sites, superseding any prior and contemporaneous agreements. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services, third party content or third party software. The Terms and the relationship between each user and SDNCentral shall be governed by the laws of the State of California without regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. In our sole discretion, we may assign these Terms, in whole or in part, by providing notice in accordance with the notice provision in this Section should SDNCentral ever file for bankruptcy or in the event of a sale, merger, acquisition or other transfer of all or substantially all of SDNCentral. You may not assign these Terms, in whole or in part, without SDNCentral’s prior written consent.
Please report any violations of the Terms to SDNCentral firstname.lastname@example.org.
Last modified: February 21, 2012