Open Data Science Conference LLC User Agreement Version: AB_EUCW_01-01-2014
This User Agreement (“Agreement”) is by and between you (“You” &/or “Your”), to enable You to to access the Software as Services, as further defined below, and Open Data Science Conference LLC, a Massachusetts Limited Liability Corporation (“Open Data Science”). (hereinafter the “You” and “Open Data Science” may be individually referred to “Party” and/or collectively referred to as the “Parties”).
BEFORE YOU CLICK THE “ACCEPT” BUTTON TO CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR ACCESSING THE SOFTWARE YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “CANCEL” BUTTON AND DO NOT ACCESS THE SOFTWARE OR THE SERVICES. IT IS STRONGLY RECOMMENDED THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR THE USER RECORDS. A PRINTABLE VERSION MAY BE LOCATED AT HTTP://career.odsc.cOM, BY SELECTING THE “LEGAL” LINK LOCATED AT THE BOTTOM OF THE PAGE.
Definitions.
“Acceptable Use Policy” and/or “AUP” shall mean the set of rules and restriction that set forth the proper way for You to access and utilize Open Data Science’s network and for permitted and appropriate use of the Software as a Service by You, a copy of which is located at http://career.staging6.odsc.com and by selecting the “Legal” link located at the bottom of the page, which is hereby incorporated by reference. Additionally, Open Data Science Conference may update such adopted rules from time to time on the Open Data Science’s Web-Site, for which You hereby agree to be bound by any such adopted rules.
“Open Data Science Conference Content” shall mean Open Data Science-supplied text, audio, video, graphics and other information and data available by means of the Software as a Service or on Open Data Science’s Web-Site under the Internet domain name ww.staging6.odsc.com.
“Confidential Information” means (i) any proprietary, confidential and/or trade secret information of Open Data Science Conference (“Discloser”) and/or others possessed by the Discloser relating to, among other things, the Discloser’s products, technology, specifications, methods, know-how, business or marketing plans, or business relationships; and (ii) all information that a reasonable prudent person would recognize as confidential when provided to You (“Recipient”). Confidential Information may be disclosed either in documentary form (including without limitation traditional tangible media such as written documents, photographs and drawings, and intangible media such as diskettes and other magnetic or electronic data), or orally or visually or in other non-documentary form.
“Software” shall mean the Open Data Science Conference software applications, which You may access via a SaaS delivery model,, which is either attached hereto or incorporates this Agreement by reference, provided, however, that the Software shall not be deemed to include the Virtual Appliance(s), open source software, shareware and/or other third-party software applications.
“Software as a Service”, “Service(s)” &/or “SaaS” shall mean Open Data Science’s hosted on-demand services offering, which allows the You to access the applicable Software, as indicated in the applicable Order Form, for the Subscription Term.
“Data” shall mean data, information or material provided or submitted by You to Open Data Science Conference in the course of utilizing the Service(s).
“Web-Site” shall mean the contents of the collection of web pages located at the URL ( career.staging6.odsc.com ) and the Internet domain career.staging6.odsc.com , which may be updated from time-to-time.
License Grants & Restriction.
In consideration of your participation in the Services, Open Data Science Conference hereby grants to You and You accepts, a limited non-exclusive, non-transferable, revocable, term license, to (i) access and use the Software as a Service via the Internet under and subject to the terms and conditions of this Agreement for your own personal use No other use of Open Data Science Conference Content is permitted.
You specifically agree to limit the use of the Software and/or SaaS to those specifically granted in this Agreement. Without limiting the foregoing, You specifically agrees not to (i) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software or any portion thereof; (ii) modify, port, translate, localize or create derivative works of the Software; (iii) remove any of Open Data Science’s, or its vendor’s, copyright notices and proprietary legends (iv) use the Software (a) to infringe on the intellectual property rights of any third party or any rights of publicity or privacy, (b) to violate any law,
statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising), or (c) to propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data,; (v) to file copyright or patent applications that include the Software or any portion thereof; and/or (vi) to initiate or cause to be initiated any load testing, penetration testing, vulnerability scans, URL manipulation, SQL injections system attacks, cross-site scripting attacks, session hijacking, clickjacking and/or any other malicious, detrimental or nonproductive resource consuming scans upon the SaaS or Open Data Science’s (or Open Data Science’s vendor’s) computer information systems networks.
Passwords & Access.
You are responsible for maintaining the security and confidentiality of your user name, identification number, password and access keys. You agree that You shall not disclose or make available such passwords to others and you hereby agree to undertake best efforts to prevent unauthorized access to, or use of, the Services. In the event that You make such passwords available to any third party, as between Open Data Science, its suppliers and You, You shall be solely liable for all actions taken by such third party and resulting consequences. You agree to notify Open Data Science Conference immediately of any unauthorized use, loss or theft of any username, password or access key, or any other known or suspected breach of security.
Open Data Science Conference Content.
Open Data Science Conference shall have sole and exclusive ownership of all right, title, and interest in and to the Open Data Science Conference Content, documentation, Services, Software and Web-Site and all copies thereof including all derivations, modifications and enhancements thereto (including but not limited to ownership of all intellectual property rights). This Agreement does not provide You with title or ownership of the Open Data Science Conference Content, documentation, Services, Software, and Web-Site, but only a right of limited use.
Your Data
You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all You Data. Open Data Science Conference will not use You Data for any purpose other than to provide the Service(s) to You and for statistical reporting purposes. Open Data Science Conference may aggregate anonymous statistical data regarding use and functioning of its system by its various users. Such aggregated statistical data will be the sole property of Open Data Science. You hereby grant to Open Data Science Conference and/or its suppliers a limited non-exclusive non-transferable license to You Data only to the extent necessary for Open Data Science Conference or its suppliers to perform its obligation in furtherance of this Agreement. You hereby authorize Open Data Science Conference to use Your Data to provide services pursuant to this Agreement. If Open Data Science Conference receives a notice alleging that Your Data infringes another party’s copyright, Open Data Science Conference may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).
Objectionable Matter.
You agree not to submit to the SaaS any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third-party proprietary rights, invasive of personal privacy, otherwise objectionable or in violation of Open Data Science’s AUP (collectively “Objectionable Matter”). You will be responsible to ensure that You do not submit any Objectionable Matter. In addition, Open Data Science Conference reserves the right to remove any data that constitutes Objectionable Matter or violates any Open Data Science Conference rules regarding appropriate use, but is not obligated to do so. You hereby agree to comply with all applicable laws regarding Your Data, use of the Service and the Open Data Science Conference Content, including laws involving private data and any applicable export controls. Open Data Science Conference reserves the right to terminate this Agreement for cause if You materially breach the provisions of this Section.
No Warranties.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. OPEN DATA SCIENCE CONFERENCE DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. OPEN DATA SCIENCE CONFERENCE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, OPEN DATA SCIENCE CONFERENCE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. THE SOFTWARE, SAAS AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, OPEN DATA SCIENCE CONFERENCE SHALL HAVE NO LIABILITY FOR THE SOFTWARE, SAAS OR ANY SERVICES PROVIDED IN FURTHERANCE OF THIS AGREEMENT; OPEN DATA SCIENCE CONFERENCE MAKES AND USER RECEIVES NO FURTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND OPEN DATA SCIENCE CONFERENCE SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT. OPEN DATA SCIENCE CONFERENCE DOES NOT WARRANT THAT USE OF THE SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED. OPEN DATA SCIENCE CONFERENCE IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY USER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET. The Services may include gateways, links or other functionality that allows You to access third-party services (“Third Party Services”) and/or third- party software, content, and materials (“Third Party Materials”). Open Data Science Conference does not supply and is not responsible for any Third Party Services or Third Party Materials, which may be subject to their own licenses, end-user agreements, privacy and security policies, and/or terms of use. OPEN DATA SCIENCE CONFERENCE MAKES NO WARRANTY AS TO THIRD PARTY SERVICES OR THIRD PARTY MATERIALS.
Exclusion of Consequential Damages.
IN NO EVENT SHALL OPEN DATA SCIENCE CONFERENCE BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES, WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
Limitation of Liability.
OPEN DATA SCIENCE CONFERENCE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE UNLESS SUCH LOSS OR DAMAGE IS DUE TO OPEN DATA SCIENCE’S GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT. IF OPEN DATA SCIENCE CONFERENCE IS FOUND LIABLE, THE AMOUNT OF OPEN DATA SCIENCE’S MAXIMUM LIABILITY FOR ANY AND ALL LOSSES AND/OR DAMAGES (IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT OF FIFTY ($50.00 USD) US DOLLARS.
Essential Purpose.
THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE MUTUAL CONSIDERATION PROVIDED HEREIN.
Indemnification.
You will defend, indemnify, and hold Open Data Science Conference (and its officers, directors, employees and agents) harmless from and against all losses arising out of or in connection with a claim, suit, action, or proceeding (i) alleging that You Data or other data or information supplied by You infringes the intellectual property rights or other rights of a third party or has caused any harm, whatsoever; or (ii) arising out of You breach of the Section titled “Evaluation License Grant & Restrictions”, “Passwords & Access”, and “Appropriate Use of the Service”, stated herein.
Term & Termination.
This Agreement shall continue until the end of the Subscription Term, provided for in all applicable Order Forms. If the Order Form indicates that the Subscription Term as an “Evaluation” and/or “Pilot” then Open Data Science Conference may terminate this Agreement, with respect to such Order Form, for convenience at any time without providing any notice. You agree upon any termination, for any reason, to certifying that You shall no longer access the Software on a SaaS basis. Termination of this Agreement does not relieve You of any outstanding liability arising prior to such termination.
Termination or Suspension of Services.
Further, at all times, Open Data Science Conference reserves the right to suspend or terminate, immediately without notification, You or any individual user’s access to the SaaS that, which in Open Data Science’s reasonable opinion, (i) is or has the potential to disrupting or causing harm to Open Data Science’s or any third-party’s computers, networks, systems or infrastructure; (ii) is in violation of the Open Data Science Conference AUP; (iii) is in violation of state federal and/or international laws/policies regarding “spam,” including, without limitation, the CAN-SPAM Act of 2003; (iv) is in violation of state, federal and/or international laws/policies regarding data protection including, without limitation, the Massachusetts Information Security Regulations (201 Code of Mass. Regs. 17.00 et seq.), European Union Data Protection Directive (Directive 95/46/EC), the HIPAA Security and Privacy Rule (45 CFR Parts 160, 162 & 164); (v) the use of Services adversely effects Open Data Science’s, its suppliers’, or its customers’ equipment, security network infrastructure, or service(s) to others; (vi) a court or other governmental authority having jurisdiction issues an order prohibiting Open Data Science Conference from furnishing the Services to You; or (vii) You fails to pay undisputed charges for the Services after being given notice; provided Service Fees will continue to accrue for You Data notwithstanding any suspension and You will remain liable for all fees due under an applicable Order Form; and/or (viii) violates the sections titled “Open Data Science Conference Content”. “Confidentiality”, “License Grant & Restrictions” or “Objectionable Matter”.
Confidentiality.
Confidential Information shall not include information that: (i) was in the public domain when disclosed; (ii) becomes public domain after disclosure, other than as a result of the Receiver’s violation of this Agreement; (iii) was in the Receiver’s lawful possession when disclosed and was not acquired directly or indirectly from the Discloser; (iv) is shown by written evidence to have been lawfully developed by the Receiver independently after disclosure without benefit of the Confidential Information; or (v) was received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the Discloser.
The Receiver (i) will not disclose Confidential Information except to its employees or to potential suppliers or subcontractors on a “need-to-know” basis and in each case only to the extent necessary to achieve the purposes contemplated by this Agreement and only to persons legally bound by a written non-disclosure agreement substantially similar to this Agreement or otherwise to comply with the Receiver’s obligations under this Agreement; (ii) will not use Confidential Information except for the purposes contemplated by this Agreement; (iii) will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information and in any event not less than a reasonable degree of care under the circumstances; and (iv) will make copies of Confidential Information only as needed, all of which shall include any existing markings indicating that they are Confidential Information of the Discloser or shall have markings supplied by the Receiver.
The obligations under this Section “Confidentiality” will continue in effect for three (3) years after the last disclosure. Upon termination of discussions concerning the possible business relationship or upon the Discloser’s request, the Receiver will return, or upon requesting and receiving the written authorization of the Discloser, destroy all Confidential Materials.
The Receiver will notify the Discloser immediately of any breach of this Section “Confidentiality” of which it becomes aware and will assist and cooperate with the Discloser in minimizing the consequences of such breach. If the Receiver is required by order of any court of competent jurisdiction, by any governmental agency, by any applicable law, rule or regulation, or by any applicable stock exchange or stock association rule, to disclose Confidential Information, the Receiver shall notify the Discloser of the requirement prior to disclosure and as soon as commercially possible to provide to the Discloser a reasonable opportunity to protect its Confidential Information by protective order or other means.
Either party will sustain irreparable harm by a breach of this Section “Confidentiality” for which money damages would not be an adequate remedy. Each party, therefore, agrees that, in the event of a threatened or continuing breach of this Section “Confidentiality”, the Discloser shall be entitled, without prejudice to any other available remedies, to immediate injunctive or other equitable relief.
Severability & Survival.
The illegality or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions hereof. Should any provision of this Agreement be deemed unenforceable by a court of competent jurisdiction then such clause shall be re-construed to provide the maximum protection afford by law in accordance with the intent of the applicable provision. Any provision of this Agreement that by its nature is intended to survive will survive any termination or expiration of this Agreement.
Waiver.
Each Party agrees that the failure of the other Party at any time to require performance by such Party of any of the provisions herein shall not operate as a waiver of the rights of such Party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.
Third-Party Notice.
Third party software provided by Open Data Science Conference to You may be accompanied by its own licensing terms, in which case such licensing terms will govern You use of that particular third party software. Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to You is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and Open Data Science Conference shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.
Law and Forum for Legal Disputes.
This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the Commonwealth of Massachusetts regardless of your country of origin or where you access Open Data Science, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Open Data Science Conference agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Open Data Science Conference agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Open Data Science Conference shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance- based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
Assignment.
You may assign any rights or delegate any obligations hereunder. Any attempted assignment or delegation outside these exceptions or without Open Data Science’s written consent shall be voidable by Open Data Science. This Agreement binds the Parties, their respective participating subsidiaries, affiliates, successors, and permitted assigns.
Entire Agreement & Integration.
This Agreement and all Order Forms referencing this Agreement represent the entire agreement between the Parties on the subject matter hereof and supersede all prior discussions, agreements, and understandings of every kind and nature between the Parties.
Force Majeure.
Neither Party shall be liable for any failure or delay in performing services or any other obligation under this Agreement, nor for any damages suffered by the other Party by reason of such failure or delay, which is, indirectly or directly, caused by an event beyond such Party’s foreseeable control including but not limited to strikes, riots, natural catastrophes, terrorist acts, governmental intervention, or other acts of God, or any other causes beyond such Party’s reasonable control.
Notices.
All notices under this Agreement shall be in English and shall be in writing and given by registered, air mail or overnight
delivery. Notices shall be deemed given when received. Notice to Open Data Science Conference shall be sent to info@odsc.com.
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