Revision Date: November 1, 2020
PLEASE NOTE THAT THE SECTION BELOW TITLED “GOVERNING LAW AND DISPUTE RESOLUTION” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. Use of the Site
You may only use this Site and any materials found in this Site (including, but not limited to, any images, logos, designs, insignia, marks, pictures, sounds, text, messages, tools, software, technology, products, files, information, data, demos, promotional materials, audiovisual and multimedia works and any other items or expressions) (collectively, "Materials") in accordance with the terms and conditions of this Agreement, and you agree to comply with these terms and conditions at all times.
A. Limited License. Subject to the terms and conditions of this Agreement, Sovranti grants you a non-exclusive, non-transferable license, to access and use this Site for your personal use only. Such license is subject to this Agreement and does not include: (a) any commercial use of the Site or the Materials therein; (b) the distribution, public performance, public display, making publicly available, or other unauthorized exploitation of any Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) downloading (other than the page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (e) any use of the Site or the Materials other than for their intended purposes. Any use of the Site or the Materials other than as specifically authorized herein, without the prior written permission of Sovranti, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Sovranti may revoke this license at any time.
B. User Conduct. Your use of the Site, including the forums made available on the Site, is strictly subject to your compliance with Sovranti’s Code of Conduct (“Code of Conduct”), which is available for your review here. While the Code of Conduct describes certain actions Sovranti may take against your account for failure to comply with the Code of Conduct, such descriptions are not exclusive or exhaustive, and are intended primarily for informational purposes. Please be aware that your failure to abide by the Code of Conduct at all times shall constitute a violation of this Agreement and may terminate your license to access or use the Site.
2. Your Obligations
Sovranti reserves all rights in and to the Materials not expressly granted herein. Subject to Sovranti’s policies governing the use of its intellectual property, as applicable, you may not: (i) use or transmit any Materials on or to any other Web site or network; (ii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any Materials; (iii) reproduce any Materials other than as specified above; (iv) distribute, license, rent, sell, lease or otherwise transfer any Materials; or (v) remove, obscure or alter any notice of copyright or other proprietary notices present on or in any Materials.
You represent, warrant and covenant that: (i) you will comply with all applicable laws, regulations and orders of any governmental authority in your use of this Site and the Materials (including, without limitation, all export control laws, regulations, and orders); (ii) you are not located in, under the control of, or a national or resident of any country to which export of any Materials is prohibited by U.S. law, regulation or order; and (iii) you will not upload or otherwise transmit to this Site any software or other materials that: (a) contain any viruses or other harmful code; (b) violate, misappropriate or infringe any patent, copyright, trademark, trade name, trade dress, trade secret, right of publicity, right of privacy, moral right, right of attribution or integrity or any other intellectual property right or proprietary right (collectively, "Proprietary Rights") of any person or entity; or (c) contain any material that is libelous, defamatory or portrays any person in a false light.
3. Sovranti Ownership
All right, title and interest in and to this Site, the Materials and all associated Proprietary Rights are owned by Sovranti or its licensors, and no ownership of any of the foregoing items is transferred to you by virtue of this Agreement or Sovranti’s permitting you to use the Site.
4. User Submissions
While Sovranti welcomes your comments and feedback regarding its products and services, Sovranti does not accept or consider any materials for use in any of its products or services which have not been specifically requested by Sovranti and shall be deemed to be non-confidential . In the event that you post or upload any content to the Site (“User Content”), including but not limited to Sovranti’s forums, you understand and agree to the following terms:
You hereby grant to Sovranti a perpetual, irrevocable, worldwide, fully paid up, non-exclusive, sub-licensable, right and license to exploit the User Content and all elements thereof, in any and all media, formats and forms, known now or hereafter devised. Sovranti shall have the unlimited right to copy, reproduce, fix, modify, adapt, translate, reformat, prepare derivatives, add to and delete from, rearrange and transpose, manufacture, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, make publicly available, publicly perform, provide access to, broadcast, and practice the User Content as well as all modified and derivative works thereof and any and all elements contained therein, and use or incorporate a portion or portions of the User Content or the elements thereof in conjunction with or into any other material. In the event you upload or otherwise transmit to Sovranti any concepts, ideas, or feedback relating to Sovranti’s products or services, you shall not be entitled to any compensation for any such submission, unless expressly agreed between you and Sovranti, and Sovranti may freely use any such submission in any manner it deems appropriate. Any such submission by you shall not create any contractual relationship between you and Sovranti. Except to the extent that any such waiver is prohibited by law, you hereby waive, to the extent legally allowed, the benefit of any provision of law known as "moral rights" or "droit moral" or any similar law in any country of the world. You represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third-party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Sovranti may remove any User Content and any related content or elements from the Platform at its sole discretion.
5. Disclaimer of Warranties
THIS SITE AND ALL MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND ALL USE IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOVRANTI DISCLAIMS, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND LIABILITIES OF SOVRANTI, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THIS SITE AND ANY MATERIALS IN THIS SITE, INCLUDING, BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY OF NON-INFRINGEMENT; AND (C) CLAIM IN TORT (INCLUDING NEGLIGENCE). WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT SOVRANTI DOES NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THIS SITE, ANY MATERIALS IN THIS SITE, OR THE SERVER THAT MAKES THIS SITE AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS OR FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
6. Limitation of Liability and Indemnity
To the extent permitted by applicable law, in no event will Sovranti be liable, whether in contract, warranty, tort, product liability, strict liability or other theory, to you or any other person or entity for any damages (including, without limitation, any indirect, incidental, special or consequential damages) arising out of or in connection with any use of, inability to use or results of use of this Site or any Materials on or in this Site, even if Sovranti or its representative has been advised of the possibility of such damages.
7. Governing Law and Dispute Resolution
This Site is controlled and operated by Sovranti through its office within the State of Minnesota and this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota, as it is applied to agreements entered into and to be performed entirely within such State without reference to its choice of law rules. You agree that any legal action or proceeding between Sovranti and you for any purpose concerning this Site or the parties’ obligations hereunder shall be brought exclusively in the U.S. District Court for the District of Minnesota or state court of competent jurisdiction sitting in the County of Hennepin, State of Minnesota, U.S.A. The provisions of the U.N. Conventions on Contracts for the International Sale of Goods shall not apply. Any and all disputes between you and Sovranti which arise out of this Agreement or use of the Site will be resolved in accordance with the Sovranti Dispute Resolution Policy, which is available for your review here.
No failure or forbearance on Sovranti’s part to exercise its rights or insist upon performance of your obligations hereunder is to be construed as a waiver or relinquishment of those or any other rights or obligations in that or any other instance; rather, the same shall remain in full force and effect.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, such provision shall be narrowed in scope or otherwise amended to the extent necessary to make such provision lawful, valid and enforceable while as nearly as possible reflecting the intent of the parties as expressed in this Agreement, or, if such amendment is impossible, severed from this Agreement. No amendment or severing of any provision of this Agreement shall affect the validity or enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between you and Sovranti relating to the subject matter hereof. Sovranti may, from time to time, change, modify or update this Agreement, and the revised Agreement will apply prospectively. For easier reference, Sovranti will change the “Revision Date” above.
Any action against Sovranti must be brought within one (1) year after the cause of action arises. Sovranti is not responsible for delay or failure to perform due to causes beyond its reasonable control.
Any rights not expressly granted herein are reserved.