TERMS AND CONDITIONS OF USE####GENERAL####The following are the Terms and Conditions of Use of the Entomo Network ("Network"). Access to and use of the Network is subject to compliance with these Terms and Conditions of Use. By clicking the "Accept" button below and using the Network, an Authorized User agrees to comply with these Terms and Conditions of Use.####DEFINITIONS####Authorized User####A Subscriber or Business Partner that has agreed to be bound by these Terms and Conditions of Use.####Business Partner####An individual or entity which supplies goods or services to a Customer in the ordinary course of business and who is invited to transact business over the Network by a Customer.####Customer####An entity that has executed an Entomo, Inc. ("Entomo") service agreement and has agreed to be bound by these Terms and Conditions of Use.####Subscriber####An employee of Customer who desires to utilize the Network and who agrees to be bound by these Terms and Conditions of Use.####ELIGIBILITY####Use of the Network is available only to Authorized Users.####SYSTEM INTEGRITY####Harmful Data####As an Authorized User, you agree not to use, post, transmit or introduce any device, software program, routine or information which attempts to interfere with or which in fact does interfere with the operation of the Network. Any information you place on the Network is subject to review by Entomo personnel to ensure that its introduction will not have an adverse effect on the Network.####System Resources####This Network, like any other computer network, has a finite amount of resources available to meet the needs of Authorized Users. Entomo will take all reasonable precautions to ensure that sufficient network resources are available at all times. However, Entomo does not guarantee or warrant that sufficient network resources will be available at all times. Suspension or termination of access privileges may result if it is determined that an Authorized User's actions have resulted in an unreasonable or disproportionately large load on the Network.####Passwords####Passwords are designed to protect data from unauthorized use. Passwords should not be written down or shared with anyone. If a password is compromised, the Authorized User must notify Entomo immediately so Entomo can take appropriate steps to secure the Authorized User's account.####NETWORK CONDUCT####Content####Authorized Users understand and acknowledge that Entomo does not exercise control over the content of the information passing over the Network and that it is the sole responsibility of each Authorized User to ensure that the information that is transmitted over the Network complies with all applicable laws, rules, regulations and these Terms and Conditions of Use.####Prohibited Activities####As an Authorized User of the Network you specifically agree not to:##1. Use the Network to send unsolicited and unwanted commercial messages or advertisements in any form;##2. Engage in any activities or actions that infringe or misappropriate the intellectual property rights of others, including, but not limited to, using third party copyrighted materials or trademarks without appropriate permission and using or distributing third party trade secrets in violation of a duty of confidentiality;##3. Engage in any activities or actions that would violate the personal privacy rights of others;##4. Use the Network in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages;##5. Send harassing, abusive, libelous or obscene materials or assist in any similar activities related thereto; intentionally omit, delete, forge or misrepresent transmission information;##6. Transmit any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless you own or control the rights thereto or have received all necessary consents;##7. Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;##8. Attempt to gain unauthorized access to the Network, other accounts, computer systems or other networks connected to the Network, through password mining or any other means;##9. Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message; and##10. Use the Network for any illegal purpose or to violate any applicable law, rule or regulation whether adopted, enacted or approved by a domestic or foreign government or political body having jurisdiction over the subject matter.####Knowledge of Prohibited Acts####Customer agrees to use its best effort to remedy such prohibited activities immediately, including, limiting or terminating an Authorized User's access to the Network and notifying Entomo of any acts committed in violation of these Terms and Conditions of Use.####Monitoring####Entomo has no obligation to monitor the Network to ensure compliance with these Terms and Conditions of Use, but may do so as part of its compliance program.####THIRD PARTY SITES####The Network may allow access to other websites. These linked sites are not under the control of Entomo, and Entomo is not responsible for the content of any linked site.####CONFIDENTIAL INFORMATION####General####Customer, Authorized Users and Entomo acknowledge that they may have access to confidential information of the other party concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party ("Confidential Information"). Customer, Authorized Users and Entomo agree that they will not use in any way, for their own account or the account of any third party, nor disclose to any third party (except pursuant to the requirements of a governmental agency, as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own confidential information.####Exceptions####Confidential Information does not include information that is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party, becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party, becomes publicly known (except through a breach of these Terms Conditions of Use), or is independently developed by the receiving party.####INTELLECTUAL PROPERTY####Customer and all Authorized Users acknowledge and agree that Entomo reserves all of its rights in, title to, and ownership of its intellectual and other properties, and that the authorization to use the Network does not constitute a sale or other transfer of any ownership rights, title, or interests in, or any rights to control the disposition of any Entomo property, and that Entomo is and at all times shall remain the sole and exclusive owner of all of its properties, which include, without limitation, the site name, design, functionality, look and feel, graphics, audio and video content, informational content, pictorial content, logos, trade secrets, trademarks, servicemarks, tradenames, servicenames, software, object codes, source codes, algorithms, formulas, patterns, compilations, programs, designs, devices, methods, techniques, prototypes and processes ("Entomo Property"). All Entomo Property is protected by state laws, the laws of the United States, and other countries, and as well by international treaties. Customer and all Authorized Users agree not to decompile, reverse engineer, or disassemble Entomo Property, and not to obtain, possess, or commercially use or exploit Entomo Property in any way.####LICENSE GRANT####Entomo hereby grants Customer and all Authorized Users a nonexclusive, royalty-free license, during the term of use of the Network to utilize Entomo Property solely for purposes of using the Network. Customer and all Authorized Users shall have no other right to use Entomo Property for any other purpose.####REQUIREMENTS ANALYSIS, IMPLEMENTATION, TRAINING AND SUPPORT####Effective at the time Entomo receives full and final payment for any requirements analysis, implementation, training and support services (collectively referred to as "Professional Services"), Entomo assigns to Customer all right, title and interest, including all intellectual property rights, in the Professional Services, provided, however, that such assignment does not include any right to Entomo Property.####WARRANTIES####ENTOMO PROVIDES ALL SERVICES (INCLUDING, BUT NOT LIMITED TO, ACCESS TO AND UTILIZATION OF THE NETWORK) ON AN "AS IS" BASIS. CUSTOMER'S AND ALL AUTHORIZED USER'S USE OF ENTOMO SERVICES AND THE NETWORK IS AT THEIR OWN RISK. ENTOMO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITIED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ENTOMO DOES NOT WARRANT THAT THE USE OF THE NETWORK WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR THAT DATA RESIDING ON THE NETWORK WILL NOT BE LOST, DESTROYED OR CORRUPTED.####LIMITATION OF LIABILITY####Generally####ENTOMO IS NOT LIABLE OR RESPONSIBLE TO A CUSTOMER, AUTHORIZED USER OR BUSINESS PARTNER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ASSOCIATED WITH THE UTILIZATION OF THE NETWORK OR ANY OTHER SERVICE PROVIDED BY ENTOMO, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT OF GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE.####Maximum Liability####ENTOMO'S MAXIMUM LIABILITY AND A CUSTOMER'S OR BUSINESS PARTNER'S SOLE REMEDY ASSOCIATED WITH ANY LOSS ASSOCIATED WITH THE UTILIZATION OF THE NETWORK OR ANY OTHER ENTOMO SERVICE SHALL BE LIMITED TO SIX (6) TIMES CUSTOMER'S OR BUSINESS PARTNER'S MONTHLY RECURRING FEES AT THE TIME OF THE LOSS OR $10,000, WHICHEVER IS LESS.####Basis of the Bargain####CUSTOMER AND ALL BUSINESS PARTNER'S ACKNOWLEDGE THAT ENTOMO HAS SET ITS PRICES AND ALLOWS ACCESS TO ITS NETWORK IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.####INDEMNIFICATION####Customer agrees to indemnify, defend and save harmless Entomo, its shareholders, directors, officers, employees, agents, affiliates, and partners from and against any and all claims, actions, suits, proceedings, demands, liabilities, and settlements, including, without limitation, reasonable defense costs and legal fees, that are alleged to result from Customer's or an Authorized User's use of the Network or any Entomo service in any manner that allegedly violates these Terms and Conditions of Use or Customer's Service Agreement with Entomo. Entomo agrees to notify you promptly of any such claim, action, suit, proceeding, demand liability, or settlement.####TERMINATION####In addition to the termination rights contained in Customer's Service Agreement with Entomo, Entomo reserves the exclusive right at its sole discretion to restrict or terminate an Authorized User's access to the Network without notice in the event that an Authorized User is believed to have violated any of these Terms and Conditions of Use. Additionally, Entomo may terminate a Customer's or Authorized User's access to the Network if Entomo is unable to verify or authenticate any information a Customer or Authorized User provides to Entomo or if a Customer or Authorized User is believed to have violated any term of any contract entered into through the utilization of the Network.####MODIFICATION OF RULES AND REGULATIONS####Entomo may change these Terms and Conditions of Use upon thirty (30) days notice to Customer or Business Partner, which notice shall be provided by posting such new Terms and Conditions of Use.####(Rev 3/15)####© 2015 Entomo, Inc. All Rights Reserved.
