Throughout the Terms, “we,” “us,” “our” and “ours” refer to Tecton, and “you,” “your” or “yours” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms) and, if you access the Site on behalf of a legal entity, to that entity. If you are using the Site on behalf of any entity you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and, by accepting these Terms, you are hereby binding such entity to the Terms.
1. ACCEPTANCE OF TERMS
Tecton provides the Site to you conditioned upon your accepting all of the Terms, without modification. Your use of the Site constitutes your agreement with such Terms. We reserve the right to change, modify, add to, or remove portions of these Terms in our sole discretion at any time and we will, at our sole discretion, either post the modification on http://Tecton.ai/terms-of-use or provide you with email notice of the modification. You should check these Terms periodically for changes and you can determine when these Terms were last revised by referring to the “Last Updated” reference at the bottom of these Terms. Any modification shall be effective immediately upon the uploading of modified Terms. You indicate your agreement to comply with, and be bound by, any such modification by continuing to use or access the Site after modified Terms are posted. If the modified Terms are not acceptable to you, your sole recourse is to discontinue your use of the Site.
If you have registered for and opened an account through the Site (an “Account”), you are entirely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account. You agree to notify Tecton immediately of any unauthorized use of your Account or password, or any other breach of security. However, you will remain responsible for losses incurred by Tecton or by any other party due to your knowingly or inadvertently permitting unauthorized use of your Account or your Account information. You may not use anyone else’s ID, password or account at any time unless we expressly pre-approve such use, or unless expressly permitted under a Services Agreement. Tecton cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Registration for any account is void where the user lacks the requisite eligibility for registration or if such registration is otherwise prohibited.
Software (“Software”) or the Services may be made available to you through the Site. Your rights to access and use the Services, including any Software will be subject to your agreement to the applicable Services Agreement governing your use of the Services and to any terms and conditions of any applicable third party software license agreement (“Software License”) identified in the Software or on the web page providing access to the Software. You may not use any Software unless you agree to be bound by all terms and conditions of any applicable Software License. If there is a conflict between any Services Agreement and any Software License, the conflicting term of the Software License shall control but only to the extent necessary to eliminate the conflict.
2. LICENSE GRANT AND PROPRIETARY RIGHTS
Provided that you fully comply at all times with these Terms and any other policies or restrictions posted on or transmitted through the Site, Tecton grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site. Except as otherwise specifically noted in these Terms or on the Site, the Software, Submissions (as later defined), and all other information, content, user interfaces, graphics, registered or unregistered trademarks, logos, images, artwork, videos, and documents, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such materials, made available through the Site (collectively, the “Content”), regardless of its source or creation, is owned, controlled or licensed by or to Tecton, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws, and Tecton reserves and retains all rights in and to such Content. Any reproduction, redistribution or other use or exploitation of Software in violation of any applicable Software License or in violation of any license granted under these Terms or, if applicable, under a Services Agreement, is expressly prohibited by law, and may result in civil and criminal penalties.
Any third party trademarks, service marks, logos, trade names or other proprietary designations, that are or may become present within the Site, including within any Content, are the registered or unregistered trademarks of the respective parties.
Except solely as necessary for you to access the Site for the intended purpose pursuant to these Terms, you may not copy, collect, modify, create derivative works or uses of, translate, distribute, transmit, publish, re-publish, perform, display, post, download, upload, sublicense, transfer, dispose of, resell or sell the Content or any other part of the Services. Except as expressly set forth in these Terms, these Terms do not grant to you any license to any intellectual property rights or other proprietary rights, including any implied licenses or licenses granted by estoppel or otherwise.
Subject to your compliance with these Terms, solely for so long as you are permitted by Tecton to access and use the Site, and provided that you keep intact all copyright and other proprietary notices, you may view Content and you may download and print the materials that Tecton specifically makes available for downloading from the Site (such as white papers or user documentation), in each case solely for informational purposes and solely for personal or internal business use.
3. INFORMATION SUBMITTED THROUGH OR TO OUR SITE
At our sole discretion, you may be permitted to provide Submissions (as defined in the next sentence) to the Site. “Submissions” are defined to include: any messages, emails, text, graphics, code, questions, suggestions, comments, feedback, ideas, plans, notes, drawings, sample data, sound, images, video, original or creative materials, and other items or materials that you may provide to interactive features or areas of the Services where you or other users can create, post, transmit or store Content. Unless otherwise specifically agreed to by you and Tecton, by uploading, e-mailing, posting, publishing or otherwise transmitting any Submission, you hereby acknowledge that such Submission is non-confidential and you automatically grant (or warrant that the owner of such rights has expressly granted) to Tecton a perpetual, irrevocable, worldwide, non-exclusive, sub-licensable, fully paid-up and royalty-free license to use, make, have made, offer for sale, sell, copy, distribute, perform, display (whether publicly or otherwise), modify, adapt, publish, transmit and otherwise exploit such Submission, by means of any form, medium, or technology now known or later developed, and to grant to others rights to do any of the foregoing. In addition, you warrant that all so-called moral rights in such Submission have been waived.
For each Submission, you represent and warrant that you have all rights necessary for you to grant the license granted in the prior paragraph, and that such Submission, and your provision thereof to and through the Site, does not violate any privacy, publicity, contractual, intellectual property, or other right or rights of any person or entity or otherwise violate any applicable laws, rules or regulations. You acknowledge that Tecton may have ideas or materials already under consideration or development that are or may be similar to your Submissions and that you are not entitled to any form of compensation or reimbursement from Tecton in connection with your Submissions. You agree to be fully responsible for, and to pay any and all royalties, fees, damages, and any other monies owing any person or entity by reason of, any Submission you provide to the Site. We reserve the right to terminate access to all or any part of the Site for anyone we suspect to be an infringer of our or any third party’s intellectual property rights of any kind whatsoever.
You agree that you will not, and will not allow or authorize any third party to, post Submissions containing:
- Anything that is or may be (a) threatening, harassing, degrading, abusive or hateful; (b) an incitement to violence, terrorism or other wrongdoing; (c) defamatory or libelous; (d) invasive of privacy rights; (e) fraudulent, deceptive, impersonating of any person or entity, or misrepresentative of your affiliation with any person or entity; (f) obscene, pornographic, indecent, grotesque or otherwise objectionable; or (g) protected by copyright, trademark, confidentiality obligations, or other proprietary or privacy right without the express prior written consent of the owner of such right.
- Any material, the posting or usage of which would give rise to criminal or civil liability, or cause violation of any rules or regulations, or that encourages conduct that constitutes a criminal offense.
- Any virus, worm, Trojan horse or other computer code, file, data or program that is harmful, disruptive, corrupted, or invasive, or may be or is intended to damage or hijack the operation of any hardware or software.
- Any information identifiable to a particular individual, including but not limited to addresses, phone numbers, email addresses, birthdates, Social Security numbers and other government-issued identification numbers, payment card and other financial account numbers or login credentials, and health information.
- Any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letter, pyramid scheme, political campaign message, offering of an investment opportunity, or any other form of solicitation.
- Any material with respect to which you do not have all rights, power and authority necessary for its collection, use and processing, or where your use and provision to the Site would breach any agreement between you and any third party.
Tecton reserves the right to disclose any Submissions, and the circumstances surrounding their transmission, to any third party to operate the Site, to protect Tecton or its suppliers or representatives, to protect users of the Site, to comply with legal or regulatory obligations, to enforce these Terms, or for any other reason. Tecton is not responsible or liable for the conduct of, or your interactions with, any other users of the Site (whether online or offline), or for any associated loss, damage, injury or harm. By using the Site, you may be exposed to Submissions that are offensive, indecent or objectionable and you agree that Tecton bears no liability for such exposure.
4. REQUIRED CONDUCT WHILE USING OUR SITE
While using the Site you will comply with all applicable laws, rules and regulations. In addition, Tecton expects users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this Section; any failure to comply may also result in termination of your access to the Site pursuant to Section 9 (Suspension or Termination of Access to Our Site). In using the Site, you agree that you will not, and will not allow or authorize any third party to:
- Use the Site or any Content for any purpose that is illegal, fraudulent, deceptive or unauthorized by these Terms, or would give rise to civil liability, or to solicit the performance of any illegal activity or other activity which infringes the rights of Tecton or others, or to encourage or promote any such activity.
- Engage in or promote any conduct that is offensive, harassing, predatory, stalking, violent, threatening, discriminatory, racist, hateful, or otherwise harmful, against any individual or group.
- Harvest or collect information about any third parties, including their email addresses or other personally identifiable information.
- Send, by email or other means, any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letter, pyramid scheme, political campaign message, offering of an investment opportunity, or any other form of solicitation, or conceal or forge headers of emails or other messages, or otherwise misrepresent the identity of senders, for the purpose of sending spam or other unsolicited messages.
- Impersonate or post on behalf of, or express or imply the endorsement of, any individual or entity, including Tecton or any of its representatives, or otherwise misrepresent your affiliation with a person or entity.
- Use the Site in any manner, whether deliberate or otherwise, including without limitation a denial of service attack, that could in any way (a) interfere with, damage, disable, overburden or impair the functioning of the Site, or Tecton’ systems or networks, or any systems or networks connected to the Site, or (b) violate any requirements, procedures, policies or regulations of such systems or networks.
- Operate non-permissioned network services, including open proxies, mail relays or recursive domain name servers, or use any means to bypass user limitations relating to the Site.
- Use any robot, spider, crawler, scraper, deep-link, page-scrape, site search/retrieval application or other manual or automated device, program, algorithm or methodology or interface not provided by us to access, acquire, copy, retrieve, index, scrape, data mine, in any way reproduce or circumvent the navigational structure or presentation of the Site or monitor any portion of the Site or to extract data, or to sell, resell, frame, mirror or otherwise exploit for any commercial purpose, any portion of, use of, or access to the Site (including any Content, Software and other materials available through the Site), or attempt to circumvent any content filtering techniques we may employ.
- Remove any copyright, trademark or other proprietary rights notice from the Site or from Content or other materials contained on or originating from the Site.
- Create a database of any type by systematically downloading and storing any Content unless expressly permitted by Tecton to do so.
- Attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Tecton server, or to any of the services offered on or through the Site, by hacking, password mining or any other illegitimate means.
- Use or attempt to use any account you are not authorized to use.
- Probe, scan, monitor or test the vulnerability of the Site or any network connected to the Site, or breach the security or authentication measures on the Site or any network connected to the Site.
- Modify, adapt, create derivative works of, translate, reverse engineer, decompile or disassemble any portion of the Site (including any Content or other materials available through the Site), or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, Content or code within the Site except as, and solely to the extent, expressly authorized under applicable law overriding any of these restrictions.
- Develop any third-party applications that interact with the Site or Content without our prior written consent.
- Use or apply the Site in any manner directly or indirectly competitive with any business of Tecton.
6. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, INCLUDING ANY CONTENT, IS AT YOUR SOLE RISK. ALL OF THE SITE AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TECTON MAKES NO RELATED REPRESENTATIONS, AND DISCLAIMS ALL POSSIBLE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR CONTENT ARE ACCURATE, CONTINUOUSLY AVAILABLE, COMPLETE, RELIABLE, SECURE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TECTON CANNOT AND DOES NOT GUARANTEE THAT ANY DEFECTS, ERRORS OR OMISSIONS WILL BE CORRECTED, REGARDLESS OF WHETHER TECTON IS AWARE OF SUCH DEFECTS, ERRORS OR OMISSIONS.
TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF WARRANTIES AS SET FORTH IN THIS SECTION 6, SOME OR ALL OF THE ABOVE EXCLUSIONS AND DISCLAIMERS MAY NOT APPLY TO YOU, IN WHICH CASE SUCH EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS, AND WAIVERS OF LIABILITY SET FORTH IN THIS SECTION 6 SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THESE TERMS OR YOUR USE OF THE SITE.
7. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND CONTENT REMAINS WITH YOU. IN NO EVENT WILL TECTON OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SITE, AND ANY CONTENT, SERVICES OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR OTHERWISE) AND EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY CONTENT, OR FROM THE USE OF OR EXPOSURE TO ANY SUBMISSIONS, EXCEED ONE HUNDRED DOLLARS ($100.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY WITH RESPECT TO ANY LIABILITY ARISING UNDER FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW. ADDITIONALLY, TO THE EXTENT APPLICABLE STATE OR OTHER LAW DOES NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES AS SET FORTH IN THIS SECTION 7, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE TECTON’ LIABILITY TO YOU WILL BE LIMITED BY THIS SECTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SITE.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Tecton, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates, from and against any and all actual or threatened third party claims (groundless or otherwise), demands, losses, damages, costs and liability, proceedings (at law or in equity) and expenses (including reasonable attorneys’ and expert fees and costs of investigation) arising out of or in connection with (a) your use of the Site, including without limitation any of your Submissions, (b) your breach of these Terms, including your breach of any covenant, representation, warranty, term, or condition set forth herein, including, without limitation, the obligations set forth in Section 3 (Information Submitted Through Our Site) and Section 4 (Required Conduct While Using Our Site), (c) your violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights or (d) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent. Tecton reserves the right, however, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Tecton’ defense of such claim, and in no event may you agree to any settlement affecting Tecton without Tecton’ prior written consent.
9. SUSPENSION OR TERMINATION OF ACCESS TO OUR SITE
Notwithstanding any provision to the contrary in these Terms, you agree that Tecton may, in its sole discretion and with or without prior notice, for any or no reason, suspend or terminate your access to any or all of the Site and/or block your future access to any or all of the Site, including without limitation for any of the following reasons: (a) if we determine that you have violated any provision, or the spirit, of these Terms, (b) in response to a request by a law enforcement or other government agency, (c) due to discontinuance or material modification of any of the Site, or (d) due to unexpected technical issues or problems. Tecton shall not be liable to you or any third party for any termination of your access to any part of the Site. The rights and obligations of these Terms which by their nature should survive, shall so survive any termination of your use of the Site.
Questions or comments about the Terms or about the Site may be directed to Tecton at the email address email@example.com. You may also email us at that address if you would like to report what you believe to be a violation of these Terms. However, please note that we do not accept any responsibility to maintain the confidentiality of any report of a violation you may submit to us, including your identity, nor do we commit to providing a personal reply to any report you submit, nor are we obligated to take action in response to your report.
11. CLAIMS OF COPYRIGHT INFRINGEMENT
Tecton respects the intellectual property rights of others and we request that the people who use the Site do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Tecton a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send a counter-notice to Tecton under applicable provisions of the DMCA. Please note that substantial penalties under U.S. copyright law may be levied against any filer of a false counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See 17 U.S.C. § 512(c)(3), available at http://www.copyright.gov/title17/92chap5.html for details. Notices and counter-notices should be sent to:
Attn: Legal Department/DMCA Copyright Agent
548 Market Street, PMB 28021
San Francisco, CA 94104
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. We encourage you to consult your legal advisor before filing a notice or counter-notice.
In accordance with the DMCA and other applicable law, Tecton may at our discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
None of your rights or duties under these Terms may be transferred, assigned or delegated by you without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate any of our rights or duties under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party. Our relationship is an independent contractor relationship, and neither these Terms nor any actions by either party may be interpreted as creating an agency or partnership relationship. Nothing in these Terms shall be construed to obligate Tecton to enter into or engage with you on any commercial transaction.
If you are provided access to any Software, you acknowledge that such Software may be subject to regulation by local laws and United States government agencies which prohibit export or diversion of certain products or information about products to certain countries and certain persons. You represent and warrant that you will not export or re-export such Software in violation of these regulations.
You acknowledge that your breach of any of the provisions of these Terms may cause immediate and irreparable harm to Tecton for which we may not have an adequate remedy in money damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. The availability or exercise of our right to obtain injunctive relief will not limit our right to seek or obtain any other remedy.
You agree that we will not be liable for delays, failures, or inadequate performance of the Site resulting from conditions outside of our reasonable control, including but not limited to natural disasters or other acts of God, failure of telecommunications networks or any other network or utility, threatened or actual acts of terrorism or war, riots, pandemics, labor strikes, or governmental acts or orders.
Last Updated August 29, 2020