The Phrogram Company

 

Terms of Use for http://phrogram.com

 

1.         Acceptance.  By using Phrogram.com (http://phrogram.com) (“we”, “our”, “us”, or “Site”), you accept and agree to these terms of use (“Terms of Use”). These Terms of Use may be updated from time to time without prior notice. Please read these Terms of Use carefully before using the Site. If you do not wish to be bound by these Terms of Use, do not access or use the Site. You affirm that you are either more than 18 years of age, or an emancipated minor, or that you possess legal parental or guardian consent to use the Site, and are able and competent to accept and comply with these Terms of Use. In any case, you affirm that you are at least 13 years of age, as the Site is not intended for children under 13.

 

2.         Materials.  As used herein, “Materials” means all content, files, graphics, text, elements, images, articles, source and/or binary code and data, other than products from us for which binary files must be downloaded and installed in order to run ( “Products”), including Products for which a license fee must be paid (license terms for any such Product are referred to in Section 8 and may be contained separately in an applicable end user license agreement, which must be accepted prior to installation and use). The Materials, and their selection and arrangement, are protected by copyrights, trademarks, patents, trade secrets and/or other intellectual property and proprietary rights (collectively, "Intellectual Property Rights"). The Materials are owned either by us or by the specified authors (as defined in section 4). You may read, print, download, and modify any Materials for your own non-commercial use; however, you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any manner any Materials for commercial use or to republish elsewhere without our prior written permission and/or the permission of the identified author. You may not remove any author's or the Site's copyright information from any Materials that you download.

 

3.         Site Use. The Site includes a collection of Materials and communities intended for users of our Products. You may share Materials by uploading them to the Site; however, their subsequent use by Site visitors is beyond our control and we are not responsible for such use. Use the Site at your own risk. We do not guarantee or warrant the accuracy or reliability of Materials uploaded by a user on the Site. We take no responsibility for direct or indirect loss or harm any kind to any user as a result of acts, errors or omissions by any other user. We also take no responsibility for files uploaded to the Site that contain any kind of malevolent code, including viruses, worms, backdoors, Trojan horses or spyware of any kind. By using the Site, you agree that you will not:

 

·       Post any unlawful, harmful, threatening, abusive, harassing, vulgar, obscene, libelous, or otherwise objectionable or harmful Materials, or Materials that may invade another's right of privacy or publicity, or publish any information or images on forums to like effect;

 

·       Post Materials that you do not have a right to reproduce (if you post Materials owned by other individuals or entities, you must have the author’s written permission from such individual or entity to do so);

 

·       Delete any author attributions, legal notices or proprietary designations or labels on Materials that you upload;

 

·       Upload Materials that are subject to the Intellectual Property Rights of any third party that has not granted you the necessary rights to upload such Materials to the Site;

 

·       Use any email addresses that may be published on the Site (whether with or without a user’s consent) to send junk mail, spam, chain letters, or other unsolicited email correspondence without permission;

 

·       Collect or harvest any personally identifiable information, including user names, from the Site, nor use the communication systems provided by the Site for any commercial solicitation purposes, nor solicit, for commercial purposes, any users of the Site with respect to their Materials; and

 

·       Violate any applicable local, state, national or international law.

 

4.         Authors. If you upload any Materials to the Site, you are considered the author of such Materials. As author, you agree that Site visitors may use the Materials for their own non-commercial use and/or reference (including the use of your source code in their own software programs) freely and without restriction and that they may re-distribute such Materials freely, subject only to these Terms of Use. By submitting Materials, you represent and warrant that you are the original author (unless you specifically refer to and have the written permission of the original author, as allowed herein) or otherwise have the right to redistribute such Materials. We are not responsible for, and have no liability for, disputes regarding Intellectual Property Rights of any Materials. By submitting Materials, you grant to us a non-exclusive, worldwide license to link to, reproduce, distribute, adapt, perform, display and sublicense the submitted Materials, including without limitation the right to market and distribute the Materials as part of our Products.

 

5.         Rejection, Removal or Modification. We reserve the right to reject, alter or remove Materials from the Site without prior notice. We may modify, edit, update or change any Materials, either before or after they are first made available on the Site, to improve quality, as we may determine in our sole discretion; however, we will not alter copyright information. We may also update uploaded Materials to run on other versions of our products or services. Authors are free to use updated Materials in their personal or non-commercial applications; however, to use updated Materials in commercial applications or on other websites, authors must have our written or verbal permission.

 

6.         Accounts. We reserve all rights to allow or terminate a user account on the Site without prior notice. We also reserve the rights to change the user account types on the Site.

 

7.         Contest and Prizes. We may start or stop contests and prizes without prior notice. Winners of contest and prizes may be selected based on the article/code contents, usefulness, downloads, readers feedback, judge decision or other factors. We reserve the right to determine which entries are winners as well as to cancel contest or prizes without prior notice. We will try to send published and disclosed prizes to winners as soon as possible; however we are not responsible for any delay or items that are not received after having been duly sent. We make no guarantee as to time of receipt as we have no control over services used to send prizes. Other rules and terms relating to a specific contest or eligibility for a particular prize may be published separately, in conjunction with the announcement of such contest or the availability of such prize, in which event such rules and terms will apply irrespective of these Terms of Use.

 

8.         Products and Software. Software code, including Products, programs, tools, utilities, files and otherwise, and accompanying documentation that are made accessible via the Site and that are not submitted by an author (collectively, "Software") are owned by Phrogram or its suppliers. Use of Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. Certain terms and licenses may only be posted with Software downloads or at the Site page where the Software can be accessed. Absent a license agreement that accompanies the Software, use of the Software will be governed by these Terms of Use. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. The Software is made available solely in accordance with the license agreement. Without limiting the generality of the foregoing, unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including copying or reproduction to any other server or location for further reproduction, redistribution or use. Any unauthorized use, copying or distribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.  Software which is downloaded from or made available via the Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is The Phrogram Company, 12906 SE 214th Pl, Kent, WA  98031.

 

9.         Intellectual Property.

 

A.         Links to Third Party Sites. Links to third party sites that are made available on this Site (“Linked Sites”) are for your convenience only. You accept any risk associated with accessing Linked Sites and agree that we bear no responsibility for content accessible by such links.

 

B.         Trademarks. All third party product and/or company names referred to in the Site are recognized as trademarks of their respective owners, with all applicable Intellectual Property Rights of the owner as may be attendant thereto.

 

C.         Copyright Notice. © 2006 The Phrogram Company. All rights reserved. Permission to use any contents or materials in the Site other than as specified in these Terms of Use will be considered only after we receive a written request to do so.

 

10.        DISCLAIMER AND INDEMNITY

 

A.         DISCLAIMER. WE ARE NOT RESPONSIBLE FOR INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES, OR OTHER LOSSES FOR ANY USE OF THE SITE, OR THE USE OF LINKED SITES, INCLUDING ANY LOST PROFITS, BUSINESS LOSSES, DATA LOSSES, OR ANY OTHER PROPERTY LOSSES. THE SITE IS SUBJECT TO CHANGE OR UPDATE AT ANY TIME WITHOUT PRIOR NOTICE. WE TAKE NO RESPONSIBILITY FOR THE ACCURACY OR ORIGINALITY OF ANY MATERIALS POSTED BY AUTHORS ON THE SITE.

 

B.         Indemnity. You agree to indemnify and hold harmless The Phrogram Company, and our respective officers, employees and representatives, from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your activities or access to or use of the Site (including use of the Site by your employees, contractors or agents); (b) your infringement of any third party Intellectual Property Rights in connection with Materials made available by you on the Site; (c) your access to or use of Linked Sites and your connections thereto; or (d) any dealings between you and any third parties advertising or promoting the Site.

 

11.        Copyright Infringement.

 

A.         Generally. We will, in appropriate circumstances, terminate the accounts of users who infringe the Intellectual Property Rights of others. We will use reasonable efforts to investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, you must provide, pursuant to the DMCA, written notice of claimed copyright infringement to the Designated Agent for the Site (identified below), which must contain the following elements:

 

·         A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest alleged to have been infringed;

·         A description of the copyrighted work or works alleged to have been infringed and identification of Materials claimed to be infringing and which you request to be removed or access to which is to be disabled;

·         A description of where the Materials that you claim to be infringing are located on the Site;

·         Information sufficient to permit us to contact you, such as your physical address, telephone number, and e-mail address;

·         Your statement that you have a good faith belief that use of the Materials identified in your notice in the manner specified by you is not authorized by the copyright owner, its agent, or applicable legal principles;

·         A statement by you that the information in your notice is accurate and, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner's behalf.

 

B.         Notification of Claims. Phrogram's Designated Agent for Notice of claims of copyright infringement under the DCMA may be reached by mail or email, as follows:

 

Name:

Walt Morrison

Company:

The Phrogram Company

Address:

12906 SE 214th Pl.

Kent, WA  98031

 

Email

info@Phrogram.com

 

Do not contact the Designated Agent unless you believe your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Site or on Lined Sites by the alleged infringer. No response will be provided to any other type of inquiries directed to the Designated Agent. All other inquiries should be made through feedback to feedback@phrogram.com.

 

12.        Other Terms. You may not assign or otherwise transfer any rights granted under these Terms of Use without our prior written consent, which may be withheld for any reason, and in our sole discretion. You acknowledge and agree that the Site is deemed to be based solely in the State of Washington, USA; and (ii) the Site will be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Washington. These Terms of Service will be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from the Site will be decided exclusively by a court of competent jurisdiction located in King County, Washington. If a court of competent jurisdiction finds any provision or portion of these Terms of Use to be unenforceable, such provision or portion will be enforced to the maximum permissible extent, and the remainder of these Terms of Use will continue in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Use or related right will not constitute a waiver of that right or provision. Section titles used herein are for convenience and carry no legal or contractual effect.  These Terms of Use, and any other rules, guidelines, licenses and disclaimers posted via the Site or applicable to our Products, constitute the entire agreement between us and you with respect to your access to or use of the Site or our Products, superseding any prior agreements on such subject matter (including any prior versions of these Terms of Use). Notwithstanding the foregoing, to the extent any provisions of these Terms of Use are expressly contradicted by the terms of any written agreement between you and The Phrogram Company regarding the use of specific Products, services or Materials ("Executed Agreement"), such contradictory terms as set forth in the Executed Agreement will be controlling.