TERMS OF USE TERMS OF USE

TERMS OF USE AGREEMENT FOR CitiXsys KNOWLEDGE PORTAL

1. SCOPE

CitiXsys, together with its wholly owned subsidiaries (collectively "CitiXsys") created the CitiXsys Knowledge Portal ("CKP"), which includes but is not limited to the CitiXsys Products Forum, CitiXsys Support Forum, CitiXsys eLearning Base, iVend Marketplace ("iVM"), other websites added to the CKP from time to time (like Knowledge Exchange, Ideas, Code Exchange, and others) to provide a forum where you ("You" or "Your") and other CitiXsys software experts, developers, users, and other interested parties (each, a "User" and collectively, "Users") may share information, post comments, provide reviews, vote on prospective features and engage in conversation threads around CitiXsys's products and services. If You are accessing and/or using CKP on behalf of Your employer or as a consultant or agent of a third party (collectively "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Terms of Use Agreement ("TOU") and everywhere in this TOU that refers to You or Your, shall also include Your Company.

2. ACCEPTANCE OF TERMS

Unless otherwise agreed to in a separate signed writing, your access and use of the CKP, Content (defined in Section 3 below), or any forums, wikis, blogs, or services provided on CKP (any "Services"), are subject to this TOU. Additionally, Your use of the CKP, Content, and the Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, "Additional Legal Terms"), which may be posted on the CKP where applicable. This TOU and the applicable Additional Legal Terms (together "Controlling Terms") form a legally binding agreement between You and CITIXSYS regarding Your access and use of the CKP, Content, and the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. By accessing or using CKP, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use CKP. Your access and use of any CITIXSYS software or related documentation provided on CKP (together "CITIXSYS Software") shall be subject to a separate software license agreement made available to You at the time You access or download the CITIXSYS Software.

3. LICENSE

By transmitting or uploading any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, suggestions, feedback, ideas, expression of ideas, other materials, or any posting to any forum, wiki, or blog to any web site on the CKP (collectively, "Content"), You grant to CITIXSYS a perpetual, irrevocable, non-exclusive, world-wide, fully-paid up and royalty free license to use such Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Content, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to CITIXSYS that You have the right, title, and/or authority to grant such license to CITIXSYS. CITIXSYS may elect not to post or publish the Content that You send or upload. If CITIXSYS elects to post or publish the Content, CITIXSYS may in its sole discretion elect to withdraw the posted or published information for any reason and without notice.

You acknowledge and agree that the relationship between you and CITIXSYS is not a confidential, fiduciary, or other special relationship. CITIXSYS shall have the right, but not the obligation, to use your name, likeness, biography and other information about you in connection with any use of the Content you submit. Nothing in this Agreement shall prohibit or restrict CITIXSYS's right to create or obtain other submissions similar to or competitive with those submitted by you. CITIXSYS is under no obligation to post or use any submission you may provide and CITIXSYS may remove any submission at any time in its sole discretion, even if CITIXSYS has previously indicated to you that CITIXSYS might or will adopt Your submission.

4. CITIXSYS CONTACT

CITIXSYS is not obligated to evaluate or provide any comments to you regarding your submission. At CITIXSYS's sole discretion, CITIXSYS may contact you with critiques, updates, feedback or questions regarding your submission, including the status of CITIXSYS's evaluation of your submission. In no event will any such contact or communication from CITIXSYS obligate CITIXSYS to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.

5. CHANGE AND NOTICES

CITIXSYS reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the CKP and/or the Services at any time. CITIXSYS shall notify You of any changes to this TOU when You visit the CKP and require You to accept such changes before continuing. CITIXSYS may make changes to its products, service offerings and CITIXSYS Software at any time without notice.

THE MOST CURRENT VERSION OF THIS TOU CAN BE ACCESSED BY CLICKING THE ‘LEGAL TERMS' LINK AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE CKP.

6. CONFIDENTIAL INFORMATION

A. Except for websites within CKP which are clearly identified as non-public forums (each a "Non-Public Forum"), the CKP is intended to be a public forum and You agree not to provide CITIXSYS or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for Content clearly labeled as confidential that You upload into a Non-Public Forum, any Content that You send or upload to CKP will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such Content.

B. You agree not to reproduce any Confidential Information to which you are provided access through the CKP in any form except as authorized at the time of disclosure. Any reproduction of CITIXSYS Confidential Information shall remain the property of CITIXSYS and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (d) not to disclose any Confidential Information to any party without the prior written consent of CITIXSYS. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Software or Services, or compete with CITIXSYS Software or Services in whole or in part. As used herein, ‘Confidential Information' shall mean all trade secrets and other information or Services which CITIXSYS or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a restricted or non-public area of CKP, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and ‘reasonable steps' means those steps You and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

ALL UPLOADS BY YOU INTO CKP, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND CITIXSYS TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF CKP.

7. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

You are solely responsible to provide CITIXSYS with Your complete, true, and current User information and to keep Your User information accurate and up to date. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that CITIXSYS collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the Services subject to CITIXSYSs Privacy Statement. In a limited number of cases when accessing CKP premium websites or responding to sales offers (each, a "Transaction"), CITIXSYS may temporarily collect and utilize Your credit card or other personal information provided by You for the purposes of processing a Transaction. Collection and processing of such personal information will be treated in compliance with CITIXSYS Privacy Statement. You agree that CITIXSYS may access, preserve and disclose Your account information and/or Content if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that any Content violates the rights of third parties or (iv) protect the rights, property or personal safety of CITIXSYS, Users, and the public.

YOU AGREE TO COMPLY WITH THE TERMS OF THE CITIXSYS PRIVACY STATEMENT, WHICH CAN BE FOUND BY BELOW OR BY CLICKING ON THE ‘PRIVACY' LINK AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE CKP.

8. COPYRIGHT POLICY

All CITIXSYS Software is the copyrighted work of CITIXSYS. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders rights. You agree that You will not use CKP to infringe the Intellectual Property Rights of CITIXSYS or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of CITIXSYS Software, third party software, or any Content accessed on the CKP. As used herein, ‘Intellectual Property Rights' means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

YOU AGREE TO COMPLY WITH THE TERMS OF THE ‘CITIXSYS COPYRIGHT POLICY', WHICH CAN BE FOUND BELOW OR BY CLICKING ON ‘LEGAL TERMS' LINK AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE CKP.

9. RESPONSIBILITY FOR LINKS AND CONTENT

CITIXSYS IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT POSTED ON THE CKP, YOUR USE OF CONTENT SHALL BE AT YOUR OWN RISK. The CKP may contain links to external websites and information provided on such external websites by CITIXSYS partners and third-party service providers. CITIXSYS shall not be responsible for the contents of any linked website, or any changes or updates to such websites. You further agree that CITIXSYS shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked website. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content.

10. INTELLECTUAL PROPERTY RIGHTS

Subject to any licenses You grant to CITIXSYS pursuant to this Agreement, You shall retain ownership of all Intellectual Property Rights in and to the Content provided by You on the CKP to the extent You are the owner or holder of the Intellectual Property Rights. Nothing in this Agreement shall prohibit You from selling or licensing Your Content to any other party under a separate agreement.

All Intellectual Proprietary Rights to any CITIXSYS Software and the Services shall belong to CITIXSYS. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any CITIXSYS Software for any reason unless otherwise permitted by law. You hereby agree to assign and do assign to CITIXSYS any modifications or derivative works of any CITIXSYS Software made by You in contravention of this limitation.

11. PERMISSIBLE USE OF CKP

You agree not to access or utilize the CKP or Services for purposes that are inconsistent with CITIXSYS's legitimate business interests.

  • You are permitted to Use the Services only in strict compliance with the terms of this TOU to obtain information, so long as that information is not being gathered for a use in any manner which is or could be detrimental to CITIXSYS (unless such use is otherwise protected by law), and/or to provide feedback or other constructive comments to CITIXSYS (both positive and negative) and the CKP Community.
  • Use of the Services for any other purpose is prohibited without the express permission of CITIXSYS.

12. TERMINATION AND ACCOUNTABILITY

In the event You are in material breach of the Controlling Terms, CITIXSYS may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of CKP. CITIXSYS may remove any Content posted on CKP at CITIXSYS's sole discretion. CITIXSYS shall not be liable to You or any third party for any termination or change to CKP and/or the Services. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of CKP or any other Users computer system, CITIXSYS may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws.

You agree not to use CKP to:

  • publish, upload, post, email, transmit or otherwise make available any Content that (a) You do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
  • defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;
  • impersonate any person or entity, including, but not limited to, an CITIXSYS official, CITIXSYS employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  • forge email headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
  • download any file or Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;
  • interfere with or disrupt the Services, servers, or networks which support the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
  • violate any applicable local, state, national or international law and any regulations;
  • harvest, collect, or store personal information or data of other Users.

CITIXSYS may, by providing thirty (30) days prior written notice (including email) stating the extent and effective date, terminate this Agreement for convenience in whole or in part at any time.

13. SPECIFIC TERMS TO CITIXSYS SOFTWARE AVAILABLE ON CKP

Use of the CITIXSYS Software is governed by a software license agreement ("License Agreement") which accompanies such CITIXSYS Software. You may not use or install any CITIXSYSSoftware which is accompanied by a License Agreement until You first agree to the terms of the License Agreement. You must not modify, decompile, or reverse engineer any CITIXSYS Software, except to the extent expressly permitted by applicable law.

14. INDEMNITY

You agree to indemnify and hold CITIXSYS, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your Content or Your usage of the CKP or Services, Your breach of this TOU or CITIXSYSs Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.

15. EXCLUSION OF SOFTWARE WARRANTIES

The CKP, Content, and Services are being provided to You AS IS. To the fullest extent allowable by law, CITIXSYS does not guarantee or warrant any features or qualities of the CKP, Content, or Services or give any undertaking with regard to any other quality. Statements and explanations to CKP, Content or Services in promotional material or on CKP and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published CITIXSYS description of or advertisement except to the extent CITIXSYS has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of CITIXSYSs management.

CITIXSYS does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any (i) links to web-pages of third parties contained on the CKP, or the content obtainable on such web-pages or (ii) information provided by third parties on the CKP. CITIXSYS only reviews whether the content of such web-page at the time it was linked, and information provided by third parties on the CKP evidently contains illegal contents or infringements against intellectual property rights. CITIXSYS will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. CITIXSYS shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by CITIXSYSs willful misconduct, gross negligence or CITIXSYSs failure to fulfill its duty to review as stipulated herein.

16. LIMITATION OF LIABILITY

CITIXSYS will not be liable or responsible in any way for any Content posted on or linked from the CKP including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content.

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, CITIXSYS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CITIXSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE CKP, CITIXSYS SOFTWARE, OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY CITIXSYS SOFTWARE, CONTENT, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE CKP; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE CKP; OR (v) ANY OTHER MATTER RELATING TO THE CKP OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY CITIXSYS AND IN CASE OF CITIXSYSS STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

17. APPLICABLE LAW

This site is created and controlled by CITIXSYS in India. Therefore, the laws of India will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

18. SURVIVAL

Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or CITIXSYSs written request, You must cease use of Confidential Information, Discoveries, and/or Services and return or destroy all Confidential Information in Your possession or control.

19. WAIVER AND SEVERABILITY

The failure of CITIXSYS to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

20. EXPORT CONTROL

You agree that Your use of the CKP or the Services will be in compliance with U.S. and EU export control laws and executive orders. The information provided on and through the CKP may be deemed in some cases to be controlled technology and subject to the export control restrictions of the United States and the European Union.

IT IS YOUR OBLIGATION TO VERIFY AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES PERTAINING TO ANY POTENTIAL ACCESS, TRANSFER AND USE OF ANY INFORMATION HEREIN WHICH MAY BE DEEMED TO BE "CONTROLLED" AS DEFINED BY LAW.

The CKP may not be accessed or used by any national of certain countries or groups against which the United States and/or European Union have instituted sanctions (including Iran, Cuba, North Korea, Syria, Sudan and Zimbabwe), Specially Designated Nationals, and other proscribed persons who are listed on the Denied Parties list. Further restrictions apply to any end user who will utilize Content provided on the CKP in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or any end user who has been prohibited from participating in the US and/or EU export transactions by any agency of the US government or European Union.

Access Outside of the United States and European Union. If You are accessing the CKP from outside the United States or the European Union, You are doing so at Your own risk, and You remain fully responsible and liable for familiarity and compliance with these Terms as well as with the laws, regulations, directives, codes, and rules of the United States and European Union, including its import and export compliance laws and regulations, as well those of the jurisdiction from which You are accessing the CKP, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage or use of information on the CKP, or any commercial transactions conducted on or through the CKP.

Due to technical uncertainties preventing verification of the identity and ultimate point of access by any person attempting to access or use the CKP, Your access of the CKP, including the presentment of any authorized user ID and password, constitutes Your express representation that (1) the person attempting access thereunder is not a national of any such sanctioned country or group or a Specially Designated National, and (2) is not included on such Denied Parties list, 3) has not been prohibited from participating in US and/or EU export transactions; 4) such use is not restricted, and (5) that, as an Authorized User, You have not disclosed or provided such password and user ID to any such person for use under Your registration. Users shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.