BEFORE USING THIS SITE OR RECEIVING ANY OF THE FOUNDRY’S SERVICES, AS DEFINED HEREIN.
2. LICENSE TO USE THE SITE. The Foundry grants you a non-exclusive, non-transferable, limited right to access, use and display the Site and the materials thereon for your personal use only, provided that you fully comply with these Terms. You shall not interfere or attempt to interfere with the operation of the Site in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of these Terms. Except as expressly provided herein or otherwise allowed by the Foundry, you may not use the Site for any commercial purpose. To use the Site, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). The Site’s performance may be affected by these factors.
3. PRICES. Any quotation or price information made available by the Foundry is without obligation and subject to change without notice unless an offer has been designated as binding. Unless otherwise indicated in writing by the Foundry, all prices are quoted in US dollars and are exclusive of all taxes and duties imposed by any governmental authority and freight and shipping charges, all of which shall be paid by you.
4. PAYMENT. Unless specifically set forth in a written agreement between you and the Foundry, payment for goods or services from the Foundry is due immediately upon placement of any orders for goods or services.
5. CHANGES TO THESE TERMS. The Foundry reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Changes in these Terms will be effective when posted. You agree to review these terms and conditions of use periodically to be aware of any changes. You can determine when these Terms were last revised by referring to the “LAST UPDATED” line at the bottom of these Terms. Your continued use of the Site after any changes to the site will indicate your acceptance of the changes and Terms.
6. OWNERSHIP AND RESTRICTIONS. The Foundry owns, controls, licenses or has the right to use and provide and or discontinue the Site and all material on the Site, including without limitation software, technology, text, images, articles, photographs, illustrations, audio and video clips, (collectively the “Content”). The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. The Foundry is the owner of the copyright in the entire Site. The Foundry owns a copyright in the selection, coordination, arrangement and enhancement of the Site. You agree to abide by any and all copyright notices, information or restrictions displayed on the Site.
The Foundry reserves the right, but is not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. The Foundry may exercise this right on a case-by-case basis. The Foundry reserves the right to limit the quantities of any products or services that we offer.
You may not modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web, mirror, or in any way exploit the Site or any portion thereof for any public or commercial use, other than as expressly provided by these Terms, without the express written permission of the Foundry. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Content. In the event of any permitted copying, redistribution or publication of material from the Site, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of the Foundry and its affiliates and Content owners by contacting firstname.lastname@example.org.
This Site also contains trademarks of the Foundry protected under United States and International Trademarks laws. Use of such marks without the Foundry’s written permission is strictly prohibited.
7. COPYRIGHT AND TRADEMARK NOTICES. The Foundry’s trademarks and trade dress may not be used in connection with any product or service that is not the Foundry’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits the Foundry.
8. CHANGE TO SITE OR CONTENT. The Foundry shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including but not limited to Content, features or hours of availability. The Foundry may also impose limits on certain features and or restrict your access to parts or all of the Site without notice or liability.
9. END USER LICENSING TERMS. Your use of any product you have purchased on the Site creates a binding agreement between yourself and the Foundry (the "End User Licensing Agreement"). The End User Licensing Agreement applies to all aspects of your use of the product you have purchased and the Site Terms govern the terms of the purchase itself. Unless specifically set forth in a written agreement between you and the Foundry or as required by law, the goods and services purchased by you are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose.
10. ACCEPTABLE USE POLICY. As a condition of your use of this Site and the Services, you warrant to the Foundry that you:
a) Represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site;
b) Will only use this Site and Services for lawful purposes in accordance with these Terms;
d) Agree not to infringe the proprietary rights, intellectual property rights, rights of publicity or privacy rights of the Foundry or third parties in connection with your use of the Site;
e) Agree to provide us with accurate information, and to update such information in the event that it becomes outdated or inaccurate, as necessary through our Site, and to take responsibility for the information you provide;
f) Will not intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law, while using or accessing the Site or the Services;
g) Will not harvest, gather or otherwise collect contact information of other users of the Site or Services, for any purpose including, without limitation, transmitting any unsolicited advertising, junk mail, spam, or chain letters;
h) Will refrain from using unlawful, tortuous, profane, vulgar, harassing, abusive, threatening, inflammatory, libelous, defamatory, fraudulent or similarly harmful or discourteous language in any e-mail or form entry created through this Site;
i) Will not access or attempt to access unauthorized areas of the Site, tamper with other users’ postings, or unreasonably load or burden the Site’s servers.
Users who violate these Terms, at the Foundry’s sole discretion, may have their access suspended or terminated and may be prohibited from receiving Services thereafter.
11. INDEMNIFICATION. You shall indemnify, defend and hold harmless the Foundry, and all its officers, directors, owners, agents, employees, content providers, partners, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of the Site or receipt of purchased products. The Foundry reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of the Foundry.
12. LINKS TO OTHER WEBSITES. The Site may contain links and pointers to other World Wide Web Internet sites, resources, and sponsors of the Site. Links to and from our Site do not constitute an endorsement by the Foundry or any of its subsidiaries, partners and affiliates of any third party resources or their services or contents. Links do not imply that the Foundry or the Site sponsors are affiliated or associated with or are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites are authorized to use any trademark, trade name, logo or copyright symbol of the Foundry or any of its affiliates. The Foundry is not responsible for content on or services provided by other Web sites that are linked to or from the Site, including without limitation the Foundry’s partners’ Web sites and services. You should direct any concerns regarding any external link to its site administrator or Webmaster.
13. DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY. The Site, including all services, content, software, functions, materials and information made available on or accessed through the Site, is provided to Site visitors, members, and any other third party on an “as is” and “as available” basis without representations or warranties of any kind whatsoever express or implied, including without limitation, warranties of non-infringement, merchantability or fitness for a particular purpose. Neither the Foundry nor its content providers or partners warrant that the services, functions, features or content contained in the Site will be uninterrupted or error free, that defects will be corrected, or that any site or server that makes it available is free of viruses or other harmful components; nor do they make any warranty or representation as to the accuracy, meaningfulness, or reliability of the Site, content, materials, services, information or functions made accessible by the Site, any products or services of or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through the Site or any linked site. The Foundry and its partners, subsidiaries and affiliates make no warranties and shall not be liable for the use of the Site, including without limitation, the content and any errors contained therein under any direct or indirect circumstances, including but not limited to the Foundry’s negligence. If you are dissatisfied with the Site, services or any materials on the Site, your sole remedy is to discontinue using the Site. Under no circumstances shall the Foundry, its subsidiaries, partners, affiliates or content providers be liable for any special, incidental or consequential damages that are directly or indirectly related to the use of, or the inability to use, the Site and the content, materials, services and functions in the site, including without limitation loss of revenue or anticipated profits or lost business, even if such entities or an authorized representative thereof have been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall the total liability of the Foundry, its subsidiaries, partners and affiliates to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from these Terms or your use of the Site or services exceed, in the aggregate, one hundred United States dollars ($100.00).
This grant shall include the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You waive all rights to any claim against the Foundry for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. You agree and understand that the Foundry is under no obligation to use any material or ideas submitted by you in any Communications in any way whatsoever. You shall be liable for, and shall indemnify the Site in any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments), or demand suffered or incurred by, awarded against, or agreed to be paid by, the Site arising directly or in connection with any personal information processing carried out by the Site or a third party service provider in accordance with instructions given by you that infringe the GDPR ("General Data Protection Regulation") or other applicable legislation.
15. NO RESPONSIBILITY FOR TRANSMITTED MATERIAL. You acknowledge that transmissions to and from this Site are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to the Foundry or the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and the Foundry or any the Foundry affiliate or subsidiary other than pursuant to these Terms. The Foundry shall not be responsible for the payment of any monies to any party in connection with the Foundry’s use of Communications submitted by you to the Site.
16. NO RESALE OR EXPLOITATION. You understand and agree that you may not reproduce, copy, resell, manipulate, or exploit any part of the Site including all Content and/or Services for any commercial purpose.
17. EXPORT. You agree that the software licensed to you by the Foundry will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.
18. U.S. GOVERNMENT CONTRACTS. If the software licensed to you by the Foundry is acquired under the terms of a (i) GSA contract - use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract, (ii) DOD contract - use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013; (iii) Civilian agency contract - use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in your agreement with the Foundry.
19. NON-UNITED STATES RESIDENTS. The Foundry makes no representation that materials in the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. Those who choose to access this Site from other locations outside of the U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
20. TERMINATION. The Foundry may, in its sole discretion and at any time, discontinue any products for sale, or limit or restrict any user’s access to the Site for any reason. You understand and agree that the Foundry may take any one or more of these actions without prior notice to you. You understand and agree that the Foundry shall not have any liability to you or any other person for the removal of such information.
21. GOVERNING LAW AND FORUM. If you have an existing contractual relationship with the Foundry, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your existing contract with the Foundry. If you have more than one existing contract with the Foundry, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your most recent contract with the Foundry.
If you do not have an existing contractual relationship with the Foundry, then you agree to settle any controversy, claim or dispute by mediation, administered by the American Arbitration Associations under its Commercial Mediation Rules. In the event settlement of the claim, dispute, or controversy is not reached within sixty (60) days after service of a notice of demand for mediation, any unresolved claim or controversy shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The claim or controversy shall be arbitrated by a single arbitrator selected by the American Arbitration Association. The exclusive venue for such arbitration shall be the offices of the American Arbitration Association in Chicago, Illinois. The laws of the State of Illinois, without regard to its conflict or choice of law principles, shall be applied in any arbitration proceedings. Judgment on the award rendered by the arbitrator, if any, may be entered in any court having jurisdiction thereof. Any and all demands for mediation or arbitration shall be made no later than one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. This dispute resolution clause shall be specifically enforceable. Except as follows, neither the Foundry nor you (the “Parties”) shall not be entitled to discovery in the arbitration: the Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the witnesses’ anticipated testimony. The arbitrator shall not be authorized to award punitive, consequential, special, or other indirect damages, all of which are waived by the Parties hereto. The arbitrator may award injunctive and other equitable relief. The costs of the arbitration proceeding and any proceeding in court to confirm or to vacate ay arbitration award, as applicable (including without limitation reasonable attorneys’ fees and costs), shall be exclusively borne by the unsuccessful party, as determined by the arbitrator, and shall be awarded as part of the arbitrator’s award.
22. MISCELLANEOUS. These Terms contain the entire agreement between you and the Foundry with respect to this Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Foundry with respect to this Site. Any failure to enforce any provision of these Terms or such additional terms shall not constitute a waiver thereof or of any other provision hereof. If any provision of these Terms or such additional terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms or such additional terms and will not affect the validity and enforceability of any remaining provision. The Foundry will not be responsible for failures to fulfill any obligations due to causes beyond its control.
23. CLAIMS OF COPYRIGHT INFRINGEMENT. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the forum hosted by the Foundry infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.copyright.gov/legislation/dmca.pdf for details). Notices and counter notices with respect to the forum should be emailed to the Foundry at email@example.com.
24. NO LEGAL ADVICE OFFERED. The content on this Site is intended to be a general information resource in regard to the subject matter covered. The Foundry is not a law firm and it does not directly or indirectly practice law or attempt to render or dispense legal services via this Site. Nothing contained in this Site is intended to be instruction for legal representation or to establish an attorney-client relationship. Any information provided on this Site is not guaranteed to be correct, complete or up-do-date. The law changes frequently, is different from jurisdiction to jurisdiction and is also subject to different interpretations from different courts. This Site is not a substitute for the advice of an attorney.
25. NOTICES. Notices to the Foundry under these Terms shall be sufficient only if in writing and transmitted via email to firstname.lastname@example.org.
Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in the Foundry’s discretion. The Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices.
LAST UPDATED: May 23, 2018