The following terms, when used in this Agreement, shall have the following meanings.
b. "Content." The term "Content" means all Information or other material in any form or media, contained in, obtained from, or relating to the Site, including without limitation all results obtained from the Site and the look and feel of the Site.
c. "Content Providers." The term "Content Providers" means both GXS Group and Other Providers.
d. "GXS Group." The phrase "GXS Group" means GXS Group Data Centers a Texas corporation.
e. "Including," "includes," "include." The phrases "including," "includes," and "include," wherever used in the Agreement, means "including, but not limited to."
f. "Information." The phrase "Information" includes all data, information, documents, files, personally-identifying information, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, and trade names disclosed by one party to the other on or in connection with the Site or your Site Use.
g. "Linked-Site." A "Linked-Site" means any Internet site (including all information, data, and content thereon) that is linked to the Site, but not owned by GXS Group.
h. "Notice." The phrase "Notice" refers to the sending of information by you to GXS Group via certified mail, return receipt requested, to GXS Group at: ATTN: Legal Department, 7000 Parkwood Blvd, Suite B400, Frisco Texas, 75034.. Any such notice shall be deemed given 48 hours after such Notice is sent.
i. "Other Providers." The terms "Other Providers" means GXS Group's direct or indirect licensors, GXS Group's affiliates, or other contributors to the Site (other than GXS Group).
j. "Parties." The term "Parties" refers to GXS Group and you, collectively.
l. "Revised Agreement." If the Agreement is modified in accordance with the section titled "Modifications," for convenience in distinguishing the original Agreement from the modified Agreement, the modified Agreement may be referred to as the "Revised Agreement."
m. "Site." The term "Site" means any GXS Group Internet site, page (and all sub-pages), uniform resource locator ("URL"), domain location, and all Information and Content thereon.
n. "Site Use." The term "Site Use" means your use of or access to the Site (or any Content thereon), as well as any other activities in which you engage relating to the Site.
2. COPYRIGHT NOTICE
Copyright 2000-2019 GXS Group Data Centers. All Rights Reserved.
3. TRADEMARK NOTICE
GXS Group and their respective logos, are trademarks and/or service marks of GXS Group. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.
4. LICENSE GRANT & OWNERSHIP BY RAGINGWIRE
a. License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, GXS Group grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site. GXS Group may revoke this License and your access to the Site, or any part thereof, including blocking your IP address, at any time without prior notice.
b. Ownership. All Content on or provided to you through or in connection with the Site is (and shall continue to be) owned exclusively by GXS Group or Other Providers, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your Site Use.
5. RESTRICTIONS ON USE
a. Prohibited Acts. Concerning your Site Use or any Content, you agree not to:
i. restrict or inhibit any other user from using and enjoying the Site;
ii. use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site;
iii. post or transmit into or on the Site any unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful Information of any kind;
iv. post or transmit into or on the Site any Information or software that contains a virus, bug, worm, trojan horse or other harmful or disruptive element;
v. publish, republish, perform, distribute, assign, sublicense, sell, prepare derivative works, modify, lease, rent, copy, reverse compile, reverse engineer, reverse assemble, transmit, display, decompile, translate, or use the Content (other than as expressly permitted in sections 3 and 6(d));
vi. post or transmit into or on the Site any Information in violation of another party's copyright or intellectual property rights, including Information that infringes on another's rights;
vii. take any action which imposes an unreasonable or disproportionately large load on GXS Group's infrastructure, as determined solely by GXS Group;
viii. redeliver any of the Content using "framing," hyperlinks, or other technology without GXS Group's express written permission;
ix. use any device or technology to provide repeated automated attempts to access password-protected portions of the Site; or
x. use the Site or any Content to conduct or promote any illegal activities, including without limitation identity theft, pretexting, or any other threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful activities.
b. Commercial Exploitation. You agree not to reproduce or commercially exploit any Content in any form, other than as expressly provided in the section titled "License Grant & Ownership by GXS Group and RagingWire."
c. Right to Regulate. You acknowledge that GXS Group has the right, but no obligation, to monitor the Site and to disclose any Information necessary to operate the Site, to protect GXS Group, Other Providers, and GXS Group's customers, and to comply with legal obligations or governmental requests. GXS Group reserves the right to refuse to post or to remove any Information on the Site, in whole or in part, for any reason.
d. Law Compliance. You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your Site Use.
6. YOUR SITE USE ACTIVITIES
a. Password-Protected Areas. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, and to send Notice to GXS Group no later than 24 hours after your password is compromised. You are responsible for safeguarding the password that you use to access password-protected areas of the Site.
b. Unauthorized Email. Relating to your Site Use, you agree not to engage in the sending of any mass email messages (also known as "spamming") to GXS Group, its employees, its customers, or other third parties.
c. Linked-Sites. You acknowledge that GXS Group neither endorses nor is affiliated with any Linked-Site and is not responsible for any information (including any materials, software, content, or data) that appears on the Linked-Site. No information in any Linked-Site has been investigated, confirmed, approved, or verified by GXS Group. If you access a Linked-Site, then you do so at your own risk. You also acknowledge that the owner of the Linked-Site neither endorses nor is affiliated with GXS Group. If you have a dispute or claim relating to a Linked-Site, you release GXS Group from any and all such claims.
d. Dated Materials. You acknowledge that GXS Group has no obligation to update the Site, and that there is a possibility that Content may be out of date.
e. External Issues. You acknowledge that (i) the Internet is a network of computers worldwide, and that any Information submitted by you to GXS Group necessarily is routed via third party computers to GXS Group, (ii) GXS Group is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
f. Other Provider and Third Party Content. The Site may contain content that is owned by Other Providers, or that is available in the public domain. GXS Group and its licensors make no representation or warranty of any kind with regard to any Other Provider or third party content, including the accuracy, completeness or usefulness of such Other Provider or third party content or of the results generated based on the Other Provider or third party content.
7. SUBMISSIONS OF INFORMATION BY YOU
When applicable, before submitting any Information to this Site, you agree to always check your license agreements (including software licenses) to make sure that you do not infringe the intellectual property rights of others. You agree that, by submitting any Information to GXS Group, you grant GXS Group a nonexclusive, worldwide, perpetual, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, reproduce, distribute, adapt, perform, display, sublicense (through multiple tiers), exploit, and prepare derivative works of the submitted Information. By submitting Information to GXS Group, you represent and warrant that you have the authority to grant such rights to GXS Group.
YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO GXS Group.
8. APPLICABILITY, COOPERATION & INDEMNITY
a. Geographic Scope. GXS Group reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law.
b. Content changes. GXS Group in its sole discretion may add, delete or change the Content at any time, without notice to you.
c. Indemnity. You agree to indemnify, defend and hold harmless GXS Group and Other Providers against any and all liabilities, claims, damages, costs or other expenses (including attorneys' fees, costs, expenses, and expert witness fees) that arise directly or indirectly out of or from (i) your breach of this Agreement, or (ii) your Site Use.
9. RESTRICTED RIGHTS & EXPORT CONTROLS
a. Government Use. The software and documentation available on the Site are "commercial items," as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of "commercial computer software" and related documentation, as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein.
b. Export Compliance. You acknowledge and agree to comply with all U.S. laws, regulations and requirements applicable to the export of U.S. origin products and technology.
10. LIMITED WARRANTY AND DISCLAIMER
a. DISCLAIMER OF WARRANTY. GXS Group AND OTHER CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS "AS IS" AND "AS AVAILABLE," WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS YOU HEREBY WAIVE ALL WARRANTIES BY GXS GROUP RELATING TO YOUR SITE USE. GXS GROUP DOES NOT REPRESENT AND WARRANT THAT: (1) YOUR ACCESS TO THE SITE WILL BE SECURE, TIMELY, AND FREE OF INTERRUPTIONS OR ERRORS, (2) THE SITE WILL MEET ANY REQUIREMENTS OR EXPECTATIONS; (3) ANY INFORMATION PROVIDED THROUGH THE SITE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS, AND THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS AND WARRANTIES ARE MADE AND YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR SITE USE AND SITE-RELATED SERVICES.
b. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL GXS GROUP OR ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING LOSS OF DATA, REVENUE, OR PROFITS), UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
11. CONTACTING GXS GROUP
Should you desire to contact GXS GROUP, you may do so at: GXS GROUP Data Centers. Mailing address: 7000 Parkwood Blvd, Suite B400, Frisco Texas, 75034. Phone: (877) 523-5500 Email: firstname.lastname@example.org
a. Transaction Location, Governing Law, Jurisdiction, & Venue. This Agreement shall be treated as though it were executed and performed in Dallas, Texas, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Texas (exclusive of conflicts of law rules). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Dallas in the State of Texas, consents to the extra-territorial service of process, and waives any jurisdictional, venue or inconvenient forum objections to such courts, and this provision is mandatory. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Dallas County, Texas. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT YOU MAY BRING CLAIMS AGAINST GXS GROUP ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. GXS Group makes no representation that the Content is appropriate or available for use in locations outside the United States of America, and your accessing the Content from locations where such Content is illegal is strictly prohibited.
b. Disputes & Attorneys' Fees. In any action to enforce this Agreement, the prevailing party will be entitled to its costs, attorneys' fees, and expenses (including expert witness fees). You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to GXS Group, or Other Providers and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, GXS Group and Other Providers will be entitled to injunctive relief for any breach of this Agreement.
c. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
d. Complete Integration. This Agreement constitutes the entire and only agreement between you, GXS Group pertaining to the subject matter hereof, and is intended to be a complete and absolute integration of the agreement between the parties. Concerning the subject matter hereof, any and all prior written agreements, representations, understandings, and warranties (collectively, "Understandings"), and all contemporaneous or prior oral Understandings between the parties are expressly superseded, canceled, and replaced by this Agreement. You agree to review this Agreement prior to any Site Use, and each Site Use by you shall constitute and be deemed your unconditional acceptance of this Agreement. The Parties agree that this Agreement and all Information relating to your Site Use are properly authenticated documents and may be given full evidentiary weight if submitted in evidence by you, GXS Group.
e. Modifications. This Agreement may only be modified by GXS Group at any time, by posting a Revised Agreement on the Site. The Revised Agreement shall be effective immediately for all of your subsequent Site Use. You agree to review the Agreement periodically to be aware of the terms and conditions applicable to future Site Use.
f. Limitations Period. Any cause of action by either party must be instituted within one (1) year after the Site Use relating to such cause of action, or be forever waived and barred.
g. Termination. This Agreement will be effective on the date you first use the Site and will continue until terminated. The Agreement may be terminated by either Party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. You agree that GXS Group has no obligation to retain any Information provided by you after the termination of the Agreement.
h. Survival of Certain Provisions. The provisions of the sections titled "License Grant & Exclusive Ownership by GXS Group" (sub-section "b." only), "Restrictions on Use," "Warranty and Disclaimer," "Limited Applicability, Cooperation & Indemnity," "Your Site Use Activities," "Submissions of Information by You," "Miscellaneous" (only sub-sections "Transaction Location, Governing Law, Jurisdiction & Venue," "Disputes & Attorneys' Fees," "Severability," "Limitations Period," and "Termination") shall survive the expiration or termination of this Agreement. No expiration or termination of this Agreement shall release you from any obligation to pay GXS Group any amount that has accrued and become payable at or prior to the date of expiration or termination.
i. Assignment; Transfer. You shall not assign or transfer any interest in this Agreement, whether by merger, consolidation, operation of law, or otherwise without the prior written consent of an authorized executive officer of GXS Group, which may be withheld in GXS Group’s reasonable discretion. Any assignment in violation of this provision is void.
j. Waiver. No delay or omission to exercise any right or remedy accruing to GXS Group upon any breach or default by you shall impair that right or remedy, or be construed to be a waiver of any breach or default, unless contained in an express writing executed by an authorized officer of GXS Group.
k. Headings. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
l. No Agency. You, GXS Group are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
m. Conflicts. If this Agreement conflicts with a provision of any other contract between you, GXS Group relating to the Site, the provision in such other contract shall govern.