2. Scope of Terms. Modifications. Translations.
(I) These Terms apply to this Site and any Materials made available through this Site. Certain Materials accessible via the Site may have their own supplementary terms and conditions specific to them. By accessing or using those Materials, you accept and agree to be bound by the terms and conditions applicable to those Materials. These Terms will apply and remain in effect with respect to those Materials, provided that, to the extent these Terms conflict with or are superseded by any such terms and conditions in those Materials, the terms and conditions in those Materials will govern.
(ii) The Site and/or the Materials may contain links to other Internet sites. The linked sites are not under the control of Origin and Origin is not responsible for the content of any linked site or any link contained in a linked site. Origin reserves the right to terminate any link or linking program at any time. Origin does not endorse companies or products to which it links and reserves the right to note as such on the Site or the Materials. If you decide to access or use linked sites, you do so entirely at your own risk.
(iii) Origin reserves the right, at its sole discretion, to modify or replace any of these Terms or Materials at any time without notice to you. Modified Terms will be effective when posted by Origin, and your use of the Site or the Materials after the posting of the Modified Terms will be deemed your acceptance of and agreement to be bound by the Modified Terms. If you do not agree to the Modified Terms, you must stop using the Site and Materials. Origin may add to, change, remove, disable, or suspend the Site, the Materials, or any portion thereof, temporarily or permanently, at any time without notice to you.
3. Security and Privacy
Personal information you submit to Origin on the Site or the Materials is governed by Origin’s Privacy Notice, which describes how Origin collects, processes and discloses your personal information and is incorporated by this reference. By accessing and using the Site, you acknowledge that you have read and understand Origin’s Privacy Notice.
4. Use of the Site and Materials
The Materials on the Site are provided only for your use for internal business purposes. You agree that you will not use the Site or the Materials for any purpose that is unlawful or prohibited by the Terms or any
other purpose not reasonably intended by Origin and agree to abide by all applicable local, state, national and international laws and regulations. By way of example, and not as a limitation, you agree not to take any action or upload, post, submit or otherwise make available any content that:
- is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, libelous, deceptive, fraudulent, or is invasive of another’s privacy, hateful or racially, ethnically, or otherwise objectionable;
- constitutes unauthorized or unsolicited advertising, junk or bulk-email;
- infringes any intellectual property of a third party;
- imposes an unreasonable or disproportionately large load on Origin’s infrastructure or attempts to gain unauthorized access to any of Origin’s systems;
- impersonate any person or entity, including any Origin employee or representative;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware;
You also agree not to (a) remove any copyright or other proprietary rights notices placed upon the Site or Materials; (ii) use the Site or the Materials to create products or perform services which compete or interfere with those of Origin; (iii) harvest or collect any information from the Site; or (iv) download all or parts of the Site or the Materials in a manner so as to create a collection of materials comprising all or a material subset of the Site or the Materials, in any form.
5. Proprietary Rights.
(i) You acknowledge and agree that Origin or its licensors own all legal rights, title, and interest in and to the Site and the Materials, and that the Site and Materials are protected by worldwide copyright laws and any trade names, trademarks, service marks and logos displayed on or featured in the Site or the Materials are the property of either Origin or third-party licensors. Except as set forth in these Terms and unless otherwise specified in the Materials themselves or pursuant to any license terms or permissions for the Materials, (a) no license rights or other rights are granted to you under any patents, copyrights, trademarks, or trade secret information, whether by implication, estoppel or otherwise, and (b) you may not modify, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell the Site or the Materials. Any unauthorized use of the Site or the Materials may infringe Origin’s or a third party’s copyright rights, trademark rights, or other proprietary rights, may violate laws relating to privacy and publicity, and may result in civil or criminal liability.
(ii) The Site and the Materials may contain third party submitted content. Such content is not reviewed, approved, or endorsed by Origin and is provided solely as a convenience to you. Under no circumstances will Origin be liable to you or to any third party in any way for any third-party submitted or provided content, including but not limited to any errors or omissions, or damages of any kind. By your use of the Site, you agree that you must evaluate, and bear all risks associated with, the use of any third party content, including any reliance on the accuracy, completeness, or usefulness of such third party content. Statements in the Site or Materials that refer to plans or expectations are forward-looking statements. These statements are based on current expectations and involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements.
(iii) Permission to use any Origin white papers, press releases, datasheets, specification documents, FAQs, etc. (“Documents”) made available as Materials via the Site is granted, provided that (a) the copyright notice at the bottom of these Terms and this permission notice appear in all copies, (b) you may use Documents only for your informational and non-commercial personal use, (c) the Documents will
not be copied or posted on any network computer or broadcast in any media, (d) no modifications of any Documents are made, and (e) you are otherwise in compliance with all of the Terms. Any other uses require the express written permission of Origin, which may be withheld in Origin’s sole discretion.
(iv) Any Origin software that is made available for download from the Site (“Software”) is the copyrighted work of Origin or its licensors. By downloading or using the Software, you agree to be bound by the terms of the applicable end user license agreement which accompanies or is included with the Software (“License Agreement”) and the Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. If no License Agreement accompanies or is included with the Software, then conditioned on your compliance with these Terms, Origin grants you a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license, without the right to sublicense, under Origin’s copyrights (subject to any third party licensing requirements), in each case solely within your premises and only for your internal non-commercial purposes; provided, however, you may not (a) distribute, sell or offer to sell the Software or associated documentation; (b) modify, adapt, enhance, disassemble, decompile, reverse engineer, or create derivative works from the Software except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iii) make the Software available for the use or benefit of third parties; (iv) use the Software on your products; or (v) publish or provide any Software benchmark or comparison test results. Violators will be prosecuted to the maximum extent possible.
(vii) THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE APPLICABLE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE APPLICABLE LICENSE AGREEMENT, ORIGIN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT.
(ix) Any Software is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of any Software by the Government constitutes acknowledgment of Origin’s proprietary rights in and to the Software.
6. Warranties, Limitations of Liability and Indemnification
(a) The Site and the Materials may contain information regarding Origin products. With regard to all Origin products, you acknowledge and agree that:
(i) UNLESS OTHERWISE EXPRESSLY STATED IN THE MATERIALS THEMSELVES OR PURSUANT TO ANY LICENSE TERMS OR PERMISSIONS FOR THE MATERIALS, THE SITE AND THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ORIGIN AND EACH OF ITS SUPPLIERS OR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, TITLE, OR NON-INFRINGEMENT. ACCORDINGLY, YOUR USE OF THE SITE AND THE MATERIALS IS AT YOUR SOLE RISK. ORIGIN DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUFFICIENCY OF ANY MATERIALS MADE AVAILABLE THROUGH THE SITE AND AS SUCH YOUR USE OF ANY MATERIALS OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR OTHER DEVICES OR FOR ANY LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE MATERIALS.
(ii) ORIGIN, ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOST PROFITS, OR SIMILAR LOSS, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE MATERIALS, INCLUDING WITHOUT LIMITATION THE USE OR PERFORMANCE OF ANY SOFTWARE, DOCUMENTS OR INFORMATION MADE AVAILABLE ON THE SITE, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHT (WHETHER IN AN ACTION FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE (INCLUDING STRICT LIABILITY), OR OTHER ACTION IN TORT). ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE ACCURACY, OR EXISTENCE OF ANY CONTENT IN OR ON THE SITE, THE MATERIALS OR THE DOCUMENTS, ANY CHANGES MADE BY ORIGIN THERETO, OR ANY PERMANENT OR TEMPORARY CESSATION BY ORIGIN IN THE PROVISION THEREOF.
(b) THE FOREGOING LIMITATIONS ON ORIGIN’S LIABILITY WILL APPLY WHETHER OR NOT ORIGIN KNEW OF, WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO YOUR USE OF THE SITE OR THE MATERIALS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE.
(c) You agree to indemnify, at Origin’s election defend, and hold Origin and each of its officers, directors, employees, agents, representatives, partners, suppliers and licensors (the “Indemnified Parties”) harmless from and against all actions, claims, or demands, and all losses, damages, liabilities, fees, fines, penalties, costs, and expenses (including without limitation attorneys’ fees and legal costs) arising from or relating to your breach or violation of the Terms or any content you make available through the Site or Materials. You acknowledge and agree that Origin may, at any time, assume the exclusive defense and control over any claim for which you owe indemnity to Origin hereunder, and you agree to fully cooperate with Origin, at Origin’s reasonable request, in connection with Origin’s defense and investigation of any such claim. You agree that you will not settle or compromise any claim for which indemnity is owed hereunder without Origin’s prior written consent, which Origin may refuse, withhold, condition, or delay, no matter the reason, in its sole and absolute discretion.
The Site and the Materials are made available from Origin’s offices located in the United States and Origin makes no representations or warranties that the Site or the Materials are appropriate or available for use in other locations, or that your access to them from the territory in which you reside is or will be lawful or in compliance with applicable local laws. Those who access the Site or the Materials from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Materials available on the Site are subject to U.S. export control laws and may also be subject to the laws of the country where you reside. The Terms constitute the entire agreement between you and Origin and govern your use of the Site and the Materials. Any claim relating to the Site and/or the Materials will be governed by the laws of the State of Delaware, without regard to its conflict of law principles and each party will submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware. 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 will remain in full force and effect. The section and paragraph headings in these Terms are for convenience of reference only and must not affect the interpretation of the Terms.