Willow Garage, Inc. (“Willow Garage”, “us”, or “we”) offers information, software, news, a discussion platform and online meeting place, knowledge exchange, and other online functionality and infrastructure in the field of experimentation with and research, discussion, and development of robotic devices (the “Online Environment”) through the Willow Garage website located at http://www.willowgarage.com and other websites linked thereto and operated by Willow Garage in connection with the Online Environment (the “Sites”). The Online Environment and Sites are collectively referred to herein as the “Services”.
If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by the additional terms and conditions, they are hereby incorporated into this Agreement by reference.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OR PARTS THEREOF. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE INDIVIDUAL USING THE SERVICES OR THE COMPANY (IF ANY) FOR WHICH THEY ARE USED) AND WILLOW GARAGE.
1. YOUR WILLOW GARAGE ACCOUNT
Some of the Services require you to create an account on the Sites (“Account”) and thereby become a Member.
1.1 Eligibility. By creating or using an Account, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are thirteen (13) years of age or older upon registration; and (d) your use of the Account and Services does not violate any applicable law or regulation, or any other obligation (including contractual obligation) you might have towards third parties. Any Account you have created by registering on the Sites may be deleted (including any Content you may have provided in connection with such Account) without warning if we believe that any representation and warranty you make hereunder is breached or inaccurate.
1.2 Password. When you sign up to become a Member, you will also be asked to choose a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account or password of another Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password and you are solely responsible for any and all use of your Account.
1.3 Term and Termination. This Agreement shall remain in full force and effect (a) while you are using the Services, if you are a Visitor, and (b) for the duration of your membership, if you are a Member. You may delete your Account and end your membership at any time, for any or no reason by selecting the respective option in the settings of your Account; please note that even if you delete your Account but continue to use the Services as a Visitor, your use of the Services is still subject to this Agreement. We may terminate your membership for any or no reason at any time by ceasing to provide the Services to you. You understand that termination of this Agreement and the Account you have created with us may involve deletion of your Account information from our live databases. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.
2. OWNERSHIP; USE OF SERVICES
2.1 Content. The Services contain Content provided by us and our licensors. We or our licensors own and retain all proprietary rights in such Content. Provided you are a User, and subject to the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, fully-paid and royalty-free license under the intellectual property rights licensable by us to reproduce, create derivative works of, distribute, publicly perform and display, and otherwise use the Content made available through the Services. “Content” means any work of authorship, notes, descriptions, information, images, photos, comments, uniform resource locators (URLs), opinions, postings, messages, text, files, e-mail, or other materials, but excluding any information we receive in connection with job applications.
2.2 Services - Ownership and Restrictions. You acknowledge that all the intellectual property rights in the Services are owned by Willow Garage, or Willow Garage’s licensors. Except as otherwise set forth herein, you shall not (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services and (b) rent, lease, loan, or sell access to the Services; provided, however, that we grant you a license to the Content (as defined below) as set forth in Section 2.1 above to foster the exchange of information and knowledge in connection with robotic devices.
3. THIRD PARTIES AND OTHER USERS
3.1 Your Grant. The Services are intended to be a platform for people who are interested in the development and research of robotic devices and who want to freely share information related thereto. We do not claim ownership in any Content that you provide, make available, upload, or otherwise transfer (“post”) to the Services, but to be able to legally provide our Users with the Services, we have to have certain rights to use such Content in connection with the Services, as set forth below. In return, we also grant you certain use rights as set forth in Section 2.1 to the Content that we (or our licensors, including our Members) own and use to provide the Services to you and other Users. By posting any Content on the Services, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to reproduce, distribute, publicly perform and display, create derivative works of, and otherwise use such Content in any and all media (now known or later developed) throughout the world and to grant our Users the license to such Content set forth in Section 2.1 above. No compensation will be paid with respect to the Content that you post to the Services and the Content will not be kept confidential, but shared with other Users of the Services as described herein. YOU SHOULD ONLY POST CONTENT TO THE SERVICES THAT YOU ARE COMFORTABLE SHARING WITH AND LICENSING TO OTHERS UNDER THE TERMS AND CONDITIONS SET FORTH HEREIN AND TO WHICH YOU HAVE THE NECESSARY RIGHTS TO SHARE AND LICENSE IN THIS WAY.
3.2 Third Party Content. Content from other Members and other third parties is made available to you through the Services. Because we do not control such Content from third parties, (a) you agree that we are not responsible for any such Content and (b) we make no guarantees about the completeness, correctness, accuracy, currency, suitability, safety, or quality of Content provided by third parties, and we assume no responsibility for unintended, objectionable, incomplete, incorrect, inaccurate, obsolete, inadequate, insecure, misleading, or unlawful Content made available by other Members and third parties. Your use of Content that was provided by third parties is solely at your own risk.
3.3 Responsibility. Your interactions with other Users on or through the Services are solely between you and the other User and not between you and Willow Garage. You agree that we are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User’s use or disclosure of information about you or Content that you have provided to publicly available sections of the Services. If there is a dispute between you and any third party (including any User), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users.
3.4 Willow Garage Member Interaction. You shall not use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. In order to protect Users from such advertising or solicitation, we reserve the right to restrict the number of communications which a Member may send to other Members and the sharing of any Content in any period to a number and amount which we deem appropriate in our sole discretion.
4. ACCEPTABLE USE AND CONDUCT
You are solely responsible for any and all Content that is posted through your Account on the Services and for your interactions with other Users.
4.1 Prohibited Content. You agree that you will not post any Prohibited Content or use any Prohibited Content in connection with the Services. “Prohibited Content” is Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, or “spamming,”; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated images, music, videos, or movies, or links to such pirated images, music, videos, or movies; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or (xi) otherwise violates the terms of this Agreement or creates liability for us or Users. Prohibited Content is also Content that links to the Prohibited Content listed above.
4.2 Representations Regarding Your Content. You represent and warrant that: (a) you own the Content posted by you on the Service or otherwise have the right to grant the license set forth in this Agreement and (b) your Content does not violate the rights, including privacy rights, publicity rights, or copyright rights of any person.
4.4 Lawful Use. You will use the Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the personal use of Users only. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from your Content without notice and may result in suspension or termination of your Account.
4.5 No Disruption. You will not: (i) interfere with, disrupt, modify, or create an undue burden on the Services, Sites, any data of the Services, or the networks or services connected to the Services and Sites or (ii) introduce software or automated agents to the Services, or access the Service so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Services.
4.6 Miscellaneous. You will not attempt to impersonate another User or person, including any of our employees. You will use the Services in a manner consistent with any and all applicable laws and regulations.
5. THIRD-PARTY WEBSITES
The Services may contain links to third-party websites (“Third-Party Websites”) (a) placed by us as a service to those interested in this information; or (b) posted by other Members. You use all such links to Third-Party Websites at your own risk. We do not monitor or have any control over, and make no claim or representation regarding Third-Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. When you leave the Sites, our terms and policies no longer govern.
6. COPYRIGHT POLICY
It is our policy to terminate membership privileges of any Member who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) an identification of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Willow Garage, Inc.
Attn: Copyright Agent
68 Willow Road
Menlo Park, CA 94025
e-mail address: firstname.lastname@example.org
Willow Garage is not responsible for any incorrect or inaccurate Content posted on the Services, whether caused by Users or by any of the equipment or programming associated with or utilized in connection with the Services. We are not responsible for the conduct, whether online or offline, of any User of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other Users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the Sites or combination thereof, including any damage to any person’s computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall we be responsible for any loss or damage resulting from use of the Services or from any Content posted on the Sites or transmitted to Users, or any interactions between Users of the Services, whether online or offline. Willow Garage is not responsible for the completeness, correctness, accuracy, currency, suitability, safety, or quality of any Content provided by third parties through the Services and your use of any such Content is solely at your own risk.
THE SERVICES AND ANDY CONTENT AND THAT IS AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND ANY CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES AND ANY CONTENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND ANY CONTENT WILL BE ACCURATE, RELIABLE, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
9.1 Amendments. This Agreement may be modified by us from time to time. If we make material changes to the Agreement, we will notify you by sending an e-mail to your e-mail address, as specified in your Account. You agree that such amended Agreement will be effective thirty (30) days after being sent to you, and your continued use of the Services after that time shall constitute your acceptance of the amended Agreement.
9.2 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
9.3 Release. To the maximum extent permitted by applicable law, you hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is directly or indirectly related to or arises from any interactions with other Users. If you are a California resident, you waive your rights, whether known or unknown, under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
9.4 Survival. The provisions under Sections 2.2, 3, 4, 5, 6, 7, 8, and 9 will survive expiration or termination of this Agreement for any reason.
9.5 Indemnity. You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Services and arising from your breach of any provision of this Agreement.
9.6 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts located within San Mateo County and the federal courts in the Northern California. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
9.7 Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect; as used in the Agreement, the word “including” means “including but not limited to”. Please contact us with any questions regarding this Agreement by e-mailing us at: email@example.com
9.8 Disclosures. Under California Civil Code Section 1789.3, Users who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916.445.1254.
9.9 Copyright/Trademark Information. Copyright © 2008, Willow Garage, Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark.