Odigo, Inc. ("Odigo") is providing its users with a trial version of its software (the "Odigo Software"), subject to the terms and conditions of this Odigo User Agreement (the "Agreement"). Any new features, changes or updates to the Odigo Software shall be subject to this Agreement unless explicitly stated otherwise.
This Agreement is a legal contract between you and Odigo, which governs your use of the Odigo Software. By clicking the "I ACCEPT" button below, you represent to Odigo that you are 13 years of age or older and agree to be bound by the terms and conditions of this Agreement. If you are not 13 years of age or older or you do not agree to abide by these terms and conditions, you should click the "I DO NOT ACCEPT" button at the end of this Agreement at any time.
Odigo reserves the right to modify the terms and conditions of this Agreement at any time. Any such modifications that we may adopt from time to time shall be effective immediately upon being posted on the Odigo web site. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Odigo Software shall be deemed to be your conclusive acceptance of all modifications to this Agreement.
1.Minimum Age. If you are under the age of 13, you are prohibited from using the Odigo Software. By using the Odigo Software, you represent and warrant to Odigo that you are above the age of 13. In addition, parents of children between the ages of 13 and 18 should be aware that the Odigo Software is designed to appeal to a broad audience. Accordingly, as a parent or legal guardian, it is your responsibility to determine whether any feature of the Odigo Software is inappropriate for your child.
2.Privacy Policy. You acknowledge that you have read and agree to the Odigo Privacy Policy. Before using the Odigo Software, please carefully read the Odigo Privacy Policy. You may access the Privacy Policy at http://www.odigo.com.
3.License. Odigo grants you a non-exclusive, non-transferable, revocable license to use the Odigo Software, but you may not modify, copy, distribute, transmit, displace, reproduce, publish, license, transfer or otherwise attempt to change the function of the Odigo Software. In addition, you may not decompile, disassemble, analyze or otherwise reverse engineer the Odigo Software. Unless otherwise specified by Odigo, the foregoing license is for your personal use only and not for any commercial use.
4.User Conduct. As a condition of your use of the Odigo Software, you represent and warrant to Odigo that you will not use the Odigo Software for any purpose that is unlawful or otherwise prohibited by this Agreement. You may not use the Odigo Software in any manner that could damage, impair, disable or overburden the Odigo Software or in any way interfere with Odigo's rights or any other user's use and enjoyment of the Odigo Software, or otherwise infringe on any person's rights. Without limiting the foregoing, you agree, among other things, not to do any of the following:
(a)Transmit, e-mail, post, publish or otherwise disseminate in any way: (i) any artwork, audio or video selections, computer software, photographs, text or other material that is protected by copyright or other proprietary or intellectual property right, or derivative works of any such work, without first obtaining necessary permission from any third-party; (ii) any information or material whose export is prohibited by U.S. export laws and regulations; (iii) any abusive, defamatory, fraudulent, harassing, libelous, obscene, pornographic, threatening, vulgar or otherwise objectionable information, material or other communication of any kind, or any communication that encourages illegal activity, gives rise to civil liability, or otherwise violates any law, statute, ordinance or regulation; (iv) any bulk advertisements, e-mails, offers for sale of goods or services, spam, solicitations or other unsolicited commercial communication, or any communication on which headers or other transmission information have been omitted, deleted, forged or misrepresented to disguise or misrepresent anyone's identity or contact information; or (v) any software or other communication that contains a virus or other component that is intended to destroy, disable, interrupt or otherwise interfere with any computer system or data of Odigo, any other user of the Odigo Software or any other person or entity.
(b) Impersonate any other person or entity, including without limitation any Odigo employee, or misrepresent your association or affiliation with any business, government agency or other entity; or
(c) engage in any practice that interferes with the ability of other users of the Odigo Software to engage in real-time communications.
5.Notification of Misuse. You agree to notify Odigo immediately of any misuse of the Odigo Software by sending an e-mail to webmaster@odigo.com.
6.Information and Materials You May Provide. Although the Odigo Software offers opportunities to communicate with other users and may offer other communication opportunities such as bulletin boards and chat rooms, Odigo does not solicit nor does it wish to receive any confidential or secret information or material that is protected by a copyright or other intellectual property right that belongs to someone else or is otherwise proprietary. You understand and acknowledge that Odigo has no obligation to monitor any communications transmitted through the use of the Odigo Software, including, but not limited to, content contributed by you and/or other users. You further understand and acknowledge that Odigo reserves the right to review any and all communications made through the Odigo Software, with or without notice, and to remove or disclose any information or materials if required to do so by law or in response to the legal process, claims of a violation of the rights of third parties or to protect the rights, property or safety of Odigo, our users or the public. Any information transmitted via the Odigo Software in any form, including, but not limited to, by means of the Instant Messenger, electronic mail, chat room communications, billboard postings, file transfers or otherwise, will be freely available to other users. By submitting or sending documents, information or other materials to Odigo or by disseminating information in any manner through the Odigo Software you represent and warrant that you have all necessary proprietary rights in any material and that disseminating it via the Odigo Software does not violate any rights of any third party.
7.Plug-Ins. Odigo may offer users the opportunity to download software plug-ins that are separate and distinct from the Odigo Software (each, a "Plug-In"). The terms and conditions relating to the use of any such Plug-Ins shall be governed by this User Agreement, except as provided below. Certain Plug-Ins may contain source code that is derived from source code that is licensed from Free Software Foundation, Inc. subject to the GNU General Public License. The code, which was modified by Odigo in 1999 and 2000, is subject to a copyright by Free Software Foundation.
8.Information and Materials Provided by Third Parties. Unless produced by Odigo, the information you access and/or receive by using the Odigo Software, the directories, listings, lists of user names and handles, and information sent to you or posted by other users, is provided by the users and is not reviewed, controlled, examined, verified or endorsed by Odigo in any way. Odigo may, at its sole discretion, erase, remove, delete, delay or block such information without prior notice for any reason. Odigo does not endorse any information, products, or services that may be offered by those who advertise through the Odigo Software or on the Odigo Web Site. It is your responsibility to: (a) determine whether any information you access using the Odigo Software complies with your needs; (b) determine whether you have adequate legal rights to store, reproduce or otherwise make use of information in the manner you contemplate; (c) comply with any legal obligations, including without limitation obligations imposed by copyright, trademark, secrecy, defamation, decency, privacy, security and export laws, and (d) evaluate the accuracy, completeness, usefulness or appropriateness of any information or content that you access, post or otherwise transmit or receive through the Odigo Software.
9.Third Party Providers. You acknowledge and agree that third parties (other than Odigo) may distribute, provide or otherwise make available co-branded versions of the Odigo Software ("Co-branded Versions"). Odigo is not responsible for any content, information, representations, data or advertisements in connection with, or the accessibility, availability, functionality of any use of, such Co-branded Versions. In addition, Odigo is not responsible for any dealings that you may have with third party providers of Co-branded Versions. You agree that should you use or rely on such Co-branded Versions, Odigo is not liable, directly or indirectly, for any damage, harm, or loss caused or alleged to be caused by or in connection with any such use or reliance.
10.Removal and Loss of Information. Odigo reserves the right to block, refuse to post or to remove any information, materials or other content, in whole or in part, that Odigo, in its sole discretion, deems unacceptable, undesirable, inappropriate or in violation of this Agreement. Odigo assumes no responsibility whatsoever for the deletion of or failure to store electronic-mail messages, chat comments, or other information entered into the Odigo Software or otherwise submitted to Odigo by you or other users of the Odigo Software.
11.Intellectual Property Rights. As between Odigo and you, Odigo is the sole owner of the Odigo Software, including, without limitation, any and all applicable U.S. and non-U.S. copyrights, patents, trademarks, and trade secrets and any other intellectual property or proprietary rights. All title and intellectual property rights in and to the content of any third party Web site that may be linked to or viewed in connection with the Odigo Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you, as a user, no rights to use any content or information that you may find on the World Wide Web as a result of your use of the Odigo Software.
12.Personal Information. Odigo may, in its sole discretion, make personally identifiable information or other user-related information available to our employees and to third parties. In addition, Odigo may, in its sole discretion, make aggregate, statistical, demographic and other non-personally identifiable information about our users to third parties. You acknowledge and agree that Odigo may make such uses of information that you provide or Odigo collects.
13.The World Wide Web. The Odigo Software permits you to identify World Wide Web sites that offer specific types of content, directories or services in which you have expressed an interest and that have attracted other visitors, and permits you to access those World Wide Web sites. Odigo does not review, control or endorse, and is not responsible for the content of, any such World Wide Web site. Individual World Wide Web sites often publish legal terms and conditions that govern their use, and it is your responsibility to review, evaluate and abide by those terms and conditions.
14.Restriction and Termination. You agree that Odigo may limit, suspend or terminate your use of the Odigo Software, and that Odigo has no responsibility or liability for any unavailability or limitation of use of the Odigo Software.
15.Warranty Disclaimer. YOUR AGREE THAT THE USE OF THE ODIGO SOFTWARE IS AT YOUR OWN RISK. THE ODIGO SOFTWARE IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ODIGO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE ODIGO SOFTWARE FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT AND FURTHER DISCLAIMS ANY WARRANTY THAT YOUR OPERATION OF THE ODIGO SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
16.Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE ODIGO SOFTWARE HAS BEEN PROVIDED TO YOU WITHOUT CHARGE, AND YOU AGREE THAT ODIGO, ITS OFFICERS, DIRECTORS, INVESTORS, PARTNERS, EMPLOYEES, AFFILIATES, SUCCESSORS OR ASSIGNS WILL NOT BE LIABLE TO YOU (i) FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS OR INFORMATION), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE ODIGO SOFTWARE, EVEN IF ODIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ODIGO LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17.Indemnification. You hereby agree to defend, indemnify and hold Odigo, its affiliates, officers, directors and employees and their respective successors and assigns harmless from any and all claims, liabilities, costs and expenses, including, without limitation, all reasonable attorneys' fees and costs, arising in any way from the Odigo Software or your communication or posting of any message, information, software or other materials via the Odigo Software in violation of this Agreement or any applicable law, statute, ordinance or regulation.
18.Governing Law; Arbitration. Odigo operates its business in the United States of America, and this Agreement will be governed by the laws of the State of New York, USA, excluding the application of its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. Any claim, disagreement or controversy arising out of or relating in any way to this Agreement shall be resolved exclusively by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration will take place in the City of New York, County of New York.
19.Entire Agreement. This Agreement governs your use of the Odigo Software and constitutes the entire agreement between you and Odigo. It supercedes any prior agreements between you and Odigo. Additional terms and conditions may apply when you use the services of other third parties, including providers of the Co-branded Versions. These additional terms will not reduce, diminish, modify or eliminate any rights Odigo possesses with respect to this Agreement.
20.Miscellaneous. Any failure by Odigo to exercise any rights or enforce any of the terms of this Agreement shall not constitute a waiver of any such rights or terms. If any portion of this Agreement is found to be invalid, the parties' intentions expressed herein shall nevertheless be given effect. All other provisions of this Agreement shall remain in full force and effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. BY PRESSING "I ACCEPT" BELOW, YOU CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.
To acknowledge that you agree to be bound by this Agreement, click "I ACCEPT." To indicate that you do not agree to be bound by this Agreement, click "I DO NOT ACCEPT."
