Please Read the Following "Terms of Use" Carefully

Transcription

1 Please Read the Following "Terms of Use" Carefully This web site (the "Web Site") is provided by Compuware Corporation ("Compuware" or "Covisint") subject to these terms of use and all modifications thereto ("Terms of Use"). By using this Web Site, any user who visits the Web Site ("You") agrees to follow and be bound by these Terms of Use. For purposes of these Terms of Use, the term "Web Site" shall refer only to the publiclyaccessible portions of [Covisint.com]. Use of the password-protected Covisint Portal (the "Portal") by registered members ("Members") and their authorized users ("Authorized Users"), is subject to the separate membership agreement ("Membership Agreement") between Covisint and such Members and Authorized Users. These Terms of Use do not govern the use of the Exchange, and the term "Web Site" as used herein does not include the "Exchange." These Terms of Use shall govern the use of the Web Site (but not the Portal) by Members and Authorized Users and others, and the term "You" shall include Members and Authorized Users for such limited purpose. Unless indicated herein, these Terms of Use are in addition to, and do not replace, the terms of the Membership Agreement. In order to use the Web Site, You must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for Your own access to the World Wide Web; and (3) pay any telephone or other service fees associated with such access. Web Site Content This Web Site contains trademarks, service marks, logos, data, text, graphics, photographs, sound, video, and other content owned by Covisint or its third party licensors ("Web Site Content"). As between You and Covisint, Covisint is the sole owner of all Web Site Content on the Web Site, including without limitation, all copyrights, trademarks, service marks and other intellectual property rights thereto. You may not download or save a copy of the Web Site Content or any portion thereof, for any purpose, except You may print a copy of individual screens appearing as part of the Web Site solely for Your personal, non-commercial use or records, provided that any proprietary rights notices, marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens. Except as expressly permitted in these Terms of Use, You may not modify,

2 copy, publish, display, transmit, adapt or in any way exploit the Web Site Content, without the express prior permission of Covisint. You shall not copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, time-share or otherwise assign to any third party any portion of the Web Site or Your rights in licenses thereto, or use any portion of the Web Site to operate a time sharing service, service bureau or perform services for third parties. Forums; User Content Covisint may provide You with the capability of posting to the Web Site or otherwise supplying to Covisint information (excepting personally identifiable information the use of which is governed by the Covisint Privacy Policy), data, text, music, sound, photographs, graphics, video, messages and other materials ("User Content"). By posting User Content on or through this Web Site, You agree that You are solely responsible for the origination, accuracy, completeness, ownership, publication and dissemination of, and that You, and not Covisint, are entirely responsible for, Your User Content, obtaining and maintaining all rights, licenses, permissions, releases, approvals, clearances, credit, or attribution information relating to all User Content and paying any applicable royalties or fees in connection therewith. By submitting or sending User Content to Covisint or otherwise making User Content available for display on or through the Web Site, You grant Covisint, its affiliates, and any third party suppliers, vendors, contractors, licensors or service providers of Covisint ("Suppliers") the royalty-free, world-wide, non-exclusive license for Covisint and its Suppliers to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such User Content (in whole or part) as required to operate the Web Site. Covisint does not endorse and assumes no obligation to monitor or filter any User Content posted, or otherwise made available, on or through the Web Site. However, Covisint (or a designee) reserves the right (but assumes no obligation) to, at its sole discretion, refuse, edit or remove any User Content, and may take any reasonable action it deems necessary or appropriate with respect to any User Content, that, in Covisint's sole judgment, does not comply with these Terms of Use, is illegal, or is otherwise undesirable, inappropriate or inaccurate. Covisint is not responsible for any failure, non-failure or delay in refusing, editing or removing such User Content.

3 User Conduct You may not upload, post, or otherwise transmit any User Content on or through the Web Site that: 1. is Objectionable; 2. contains any viruses, time bombs, Trojan horses, worms or other computer programming routines that may damage or interfere with the operations of the Web Site; 3. is knowingly untrue, inaccurate or misleading; or 4. interferes with the operation of the Web Site in any manner. "Objectionable" means, as to any information in any medium or format, including without limitation text, data, graphics, audio or video, content (or use of the content) that: (a) is defamatory, unlawful, or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, obscene, hate speech, or racially or ethnically offensive; (c) constitutes a breach of any person's privacy or publicity rights; (d) violates any statute, regulation or ordinance; or (e) promotes software or services that deliver unsolicited mail. You further agree that You will not: 1. use the Web Site, or any part thereof, to "stalk" or harm any other User or any other person in any way; 2. impersonate any person or entity, including, but not limited to, a Covisint officer, director, or representative, or falsely state or otherwise misrepresent Your affiliation with a person or entity; 3. falsify headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted on or through the Web Site; 4. disrupt the normal flow of dialogue in a forum; 5. interfere with or disrupt the Web Site or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Site; 6. "hack," infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Web Site;

4 7. harvest, collect or store information about the Users of this Web Site or the User Content posted by others on this Web Site or use such information for any purpose inconsistent with the purpose of this Web Site; 8. use any automated procedure to gather information or data on or from the Web Site by means of what is commonly called a "bot" or otherwise; 9. breach or attempt to breach the security of software, network, servers, data, computers or other hardware relating to the Web Site or that of any third party that is hosting or interfacing with any part of the Web Site, or use or distribute on the Web Site software or other tools or devices designed to compromise privacy or security; or 10. Create any frames at any other Web sites pertaining to or using any of the information provided through the Web Site, or promote bonus items, giveaways, random drawings, contests or prizes on the Web Site. Linked Sites Covisint may provide links to third parties' Web sites and access to content, products and services from third parties ("Linked Sites") from the Web Site. Linked Sites are not reviewed, controlled or examined by Covisint in any way and Covisint is not responsible or liable for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Covisint's endorsement of or association with the Linked Sites. You should refer to the policies posted by such Linked Sites regarding data collection, privacy and other topics before You use them. Covisint may refer to or list third parties on the Web Site who maintain separate web sites. You should refer to the policies posted by such third parties on their web sites regarding data collection, privacy and other topics before you use them. Privacy Policy All personally identifiable information collected through the Web Site will be handled in accordance with the Covisint Privacy Policy, which is incorporated by reference into these Terms of Use. Disclaimer of Warranties THIS WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, COVISINT AND ITS AFFILIATES,

5 SUBSIDIARIES, AGENTS, SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, INTEGRATION, APPROPRIATENESS, RELIABILITY, COMPLETENESS OR TIMELINESS, USEFULNESS, ARISING FROM TRADE USAGE OR COURSE OF DEALING OR COURSE OF PERFORMANCE, OR OTHERWISE OF THE WEB SITE AND THE WEB SITE CONTENT THEREON; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, QUIET ENJOYMENT, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE WEB SITE WILL BE SECURE, UNINTERRUPTED, NOT DELAYED OR SUSPENDED, UNCHANGED OR ERROR FREE. Limitation of Liability IN NO EVENT WILL COVISINT, OR ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR SHAREHOLDERS BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF USE, TRANSACTION LOSSES, LOSS OF A CHANCE, OPPORTUNITY COSTS, COSTS OF PROCURING SUBSTITUTE GOODS, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEB SITE, EVEN IF COVISINT OR ITS REGISTERED AGENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION. Indemnification By using the Web Site, You agree to defend, indemnify and hold Covisint, and its affiliates, subsidiaries, agents, Suppliers and their respective employees, contractors, directors, officers, and shareholders harmless from any and all claims, demands, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from Your use of the Web Site, any violation of these Terms of Use by You, or any User Content You post on or through the Web Site.

6 Copyright Infringement If You believe that any content on the Web Site has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please notify Covisint at Copy Agent. Applicable Laws/Jurisdiction Covisint controls and operates this Web Site from its offices in the United States of America. Persons who choose to access this Web Site from other locations do so on their own initiative. You are responsible for compliance with all statutes, rules, regulations and policies of all applicable worldwide jurisdictions and the instrumentalities and political subdivisions thereof. The laws of the state of Michigan, excluding its conflicts-of-law rules, shall govern these Terms of Use and Your use of the Web Site. You agree that any claim or dispute with Covisint or relating in any way to Your use of the Web Site shall be commenced and heard in the courts of the State of Michigan, County of Wayne, and You agree and expressly consent to the exercise of personal jurisdiction in the courts of the state of Michigan, in connection with any such dispute. Any claim arising out of or relating to these Terms of Use shall be brought within two (2) years of the date on which the claim arose (which may not be deemed earlier than the date the party bringing the claim knew, or should reasonably have known, that such cause of action had arisen), or such claim shall be waived and forever barred. Changes to Terms of Use and Web Site Covisint may change these Terms of Use from time to time and at any time, and without actual notice to You. All such changes to these Terms of Use will appear on this page of the Web Site. We encourage You to check for changes to these Terms of Use regularly. By using the Web Site following any modifications to these Terms of Use, You agree to be bound by any such modifications to these Terms of Use. Unless explicitly stated otherwise, any new features that augment or enhance the current Web Site shall be subject to these Terms of Use. General If any provision of these Terms of Use is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of these Terms of Use, and any part of such provision not held invalid or unenforceable

7 shall remain in effect. If such holding of invalidity or unenforceability is based on a measure of liability, performance or time set as a standard in the Terms of Use, such provision shall be replaced by a legally valid measure of liability, performance or time which is as close as possible to that originally specified. Covisint's failure to act with respect to a breach of these Terms of Use by You does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These Terms of Use and the Covisint Privacy Policy, and any modifications thereto, constitute the entire agreement between the parties with regard to the Web Site and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms of Use shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. You acknowledge (a) that You have read and understood these Terms of Use; and (b) that these Terms of Use have the same force and effect as a signed agreement.