Version 2 (modified by leonidess, 4 years ago) (diff)

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Member Agreement

Welcome, and thanks for using OpenPLM Professional Network !

When you use our products and services, you're agreeing to our terms, so please take a few minutes to read over the Member Agreement below.

Note: You are entering into a legally binding agreement.

Last revised on June 26, 2013

1. Introduction

A. Purpose

The mission of OpenPLM Professional Network is to connect the world’s professionals to enable them to be more productive and successful. To achieve our mission, we make services available through our website, to give access to high-valued data and to help you and other professionals exchange ideas, learn, find opportunities, and define OpenPLM functions and roadmap in a network of trusted relationships.

B. Scope and Intent

You agree that by registering on OpenPLM Professional Network, or by using our website or other information provided as part of the OpenPLM Professional Network services (collectively “OpenPLM Professional Network” or the “Services”), you are entering into a legally binding agreement with LinObject, Espace Performance, bâtiment C1, 35760 St GREGOIRE, FRANCE (“we,” “us,” “our,” and “OpenPLM Professional Network”), based on the terms of this OpenPLM Professional Network Member Agreement (collectively referred to as the “Agreement”) and become a OpenPLM Professional Network member (“Member”). If you do not want to register an account and become a OpenPLM Professional Network Member, do not enter into this Agreement, do NOT click “Join Now” and do not access, view, download or otherwise use any OpenPLM Professional Network webpage, information or services. By clicking “Join Now” (or “Join OpenPLM Professional Network” or similar), you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Join Now,” you also consent to use electronic signatures and acknowledge your click of the “Join Now” button as one. Please note that the OpenPLM Professional Network Member Agreement is also collectively referred to as OpenPLM Professional Network’s “Terms of Service.”

2. Your Obligations

A. Applicable laws and this Agreement

You must comply with all applicable laws and this Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections:

  • DOs and DON’Ts;
  • Complaints Regarding Content Posted on the OpenPLM Professional Network Website

B. License and warranty for your submissions to OpenPLM Professional Network

You own the information you provide to OpenPLM Professional Network under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Any information you submit to us is at your own risk of loss. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your OpenPLM Professional Network profile information accurate and updated.

C. Service Eligibility

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are not currently restricted from the Services, or not otherwise prohibited from having an OpenPLM Professional Network account, (2) are not a competitor of OpenPLM Professional Network or are not using the Services for reasons that are in competition with OpenPLM Professional Network; (3) will provide accurate information to OpenPLM Professional Network; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of OpenPLM Professional Network or third party, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services.

D. Your Membership

The profile you create on OpenPLM Professional Network will become part of OpenPLM Professional Network. However, between you and others, your account belongs to you. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) not use other’s accounts; (4) not sell, trade, or transfer your OpenPLM Professional Network account to another party; and (5) not charge anyone for access to any portion of OpenPLM Professional Network, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please send your request by e-mail to OpenplmPronet@linobject.com

E. Indemnification

You agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through OpenPLM Professional Network.

F. Payment

If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to OpenPLM Professional Network storing your payment information. You also agree to pay the applicable fees for the services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. OpenPLM Professional Network does not support all payment methods, currencies or locations for payment. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your services sending your request by e-mail to OpenplmPronet@linobject.com. We do not guarantee refunds for lack of usage or dissatisfaction. Additionally, if you require a printed invoice for your transaction with us, you may access it sending your request by e-mail to OpenplmPronet@linobject.com.

G. Notify us of acts contrary to the Agreement

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

H. Notifications and Service Messages

For purposes of service messages and notices about the Services, OpenPLM Professional Network may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from OpenPLM Professional Network to an email address associated with your account, even if we have other contact information or through other means including email, mobile number, telephone, or delivery services including the postal service about your OpenPLM Professional Network account or services associated with OpenPLM Professional Network. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

I. User-to-User Communication and Sharing

OpenPLM Professional Network offers a forum where you can post your observations and comments on designated topics. OpenPLM Professional Network also enables sharing of information by allowing users to post updates, including links to news articles and other information. Please note that ideas you post and information you share may be seen and used by other Members, and OpenPLM Professional Network cannot guarantee that other Members will not use the ideas and information that you share on OpenPLM Professional Network. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on OpenPLM Professional Network. OpenPLM Professional Network IS NOT RESPONSIBLE FOR A ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON OpenPLM Professional Network.

J. Contributions to OpenPLM Professional Network

By submitting ideas, suggestions, documents, or proposals ("Contributions") to OpenPLM Professional Network through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) OpenPLM Professional Network is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) OpenPLM Professional Network shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) you irrevocably non-exclusively license to OpenPLM Professional Network rights to exploit your Contributions; and (e) you are not entitled to any compensation or reimbursement of any kind from OpenPLM Professional Network under any circumstances.

3. Your Rights

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Do’s and Don’ts listed in Section 10, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, view information and use the Services that we provide on OpenPLM Professional Network webpages and in accordance with this Agreement. Any other use of OpenPLM Professional Network contrary to our mission and purpose is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in OpenPLM Professional Network and all related items, including any and all copies made of the OpenPLM Professional Network website.

4. Our Rights & Obligations

A. Services Availability

For as long as OpenPLM Professional Network continues to offer the Services, OpenPLM Professional Network shall provide and seek to update, improve and expand the Services. As a result, we allow you to access OpenPLM Professional Network as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue OpenPLM Professional Network, partially or entirely, or change and modify prices prospectively for all or part of the Services for you or for all our Members in our sole discretion. All of these changes shall be effective upon their posting on OpenPLM Professional Network or by direct communication to you unless otherwise noted. OpenPLM Professional Network further reserves the right to withhold, remove or discard any content available as part of your account, with or without notice if deemed by OpenPLM Professional Network to be contrary to this Agreement. For avoidance of doubt, OpenPLM Professional Network has no obligation to store, maintain or provide you a copy of any content that you or other Members provide when using the Services.

B. Disclosure of User Information

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of OpenPLM Professional Network, our Members or the public.

C. Connections and Interactions with other Members

You are solely responsible for your interactions with other Members. OpenPLM Professional Network reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if OpenPLM Professional Network determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

5. Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON OpenPLM Professional Network OR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR OpenPLM Professional Network AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. OpenPLM Professional Network DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OpenPLM Professional Network AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY OpenPLM Professional Network OR ANYTHING RELATED TO OpenPLM Professional Network, YOU MAY CLOSE YOUR OpenPLM Professional Network ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. OpenPLM Professional Network IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH OpenPLM Professional Network TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. OpenPLM Professional Network DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, OpenPLM Professional Network DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. OpenPLM Professional Network DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. OpenPLM Professional Network DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, OpenPLM Professional Network DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE OpenPLM Professional Network SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither OpenPLM Professional Network nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“OpenPLM Professional Network Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent yearly fee that you paid for a services, if any, or 100 €, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service or any of the content or other materials on, accessed through or downloaded from OpenPLM Professional Network. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall: Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and Not apply to any damage that OpenPLM Professional Network may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement.

7. Termination

A. Mutual rights of termination

You may terminate this Agreement, for any or no reason, at any time, with notice to OpenPLM Professional Network pursuant to Section 9.B. This notice will be effective upon OpenPLM Professional Network processing your notice. OpenPLM Professional Network may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only OpenPLM Professional Network or the party paying for the services may terminate your access to any services. Termination of your OpenPLM Professional Network account includes disabling your access to OpenPLM Professional Network and may also bar you from any future use of OpenPLM Professional Network.

B. Misuse of the Services

OpenPLM Professional Network may restrict, suspend or terminate the account of any Member who abuses or misuses the Services.

C. Effect of Termination

Upon termination of your OpenPLM Professional Network account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 3 (“Your Rights”) and Sections 4(a) and (c) (“Our Rights and Obligations”).

8. Dispute Resolution

A. Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the country of France regardless of your country of origin or where you access OpenPLM Professional Network, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and OpenPLM Professional Network agree that all claims arising out of or related to this Agreement must be resolved exclusively by a court located in Rennes, France, except as otherwise agreed by the parties. You and OpenPLM Professional Network agree to submit to the personal jurisdiction of the courts located within Rennes, France for the purpose of litigating all such claims. Notwithstanding the above, you agree that OpenPLM Professional Network shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

9. General Terms

A. Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

B. Notices

You may contact us sending an e-mail to OpenplmPronet@linobject.com or via mail to LinObject, Espace Performance, Bâtiment C1, 35760 St GREGOIRE, FRANCE.

Any notices that you provide without compliance with this section shall have no legal effect.

C. Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and OpenPLM Professional Network regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other OpenPLM Professional Network services, third-party content or third party software.

D. Amendments to This Agreement

We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively upon posting at www.openplm.org or notifying you otherwise. For example, we may present a banner on the Services when we have amended this Agreement so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

E. No informal waivers, agreements or representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any OpenPLM Professional Network Affiliate shall be deemed legally binding on any OpenPLM Professional Network Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of OpenPLM Professional Network. You waive your rights to try to stop OpenPLM Professional Network, but we don’t waive our rights to ask a court to stop your actions.

F. Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside France.

10. OpenPLM Professional Network “DOs” and “DON’Ts.”

As a condition to access OpenPLM Professional Network, you agree to this Member Agreement and to strictly observe the following DOs and DON’Ts:

A. Do undertake the following:

  1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  2. Provide accurate information to us and update it as necessary;
  3. Review and comply with notices sent by OpenPLM Professional Network concerning the Services;
  4. Use the Services in a professional manner.

B. Don’t undertake the following:

  1. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to OpenPLM Professional Network;
  2. Harass, abuse or harm another person, including sending unwelcomed communications to others using OpenPLM Professional Network;
  3. Upload, post, email, transmit or otherwise make available or initiate any content that:
    1. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
    2. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    3. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
    4. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using OpenPLM Professional Network invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using OpenPLM Professional Network to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission
    5. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of OpenPLM Professional Network or any user of OpenPLM Professional Network;
    6. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; or
  4. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople for the purposes of creating a pyramid scheme or other similar practices;
  5. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on OpenPLM Professional Network (excluding content posted by you) or as expressly authorized by OpenPLM Professional Network;
  6. Utilize or copy information, content or any data you view on or obtain from OpenPLM Professional Network to provide any service that is competitive, in OpenPLM Professional Network’s sole discretion, with OpenPLM Professional Network;
  7. Rent, lease, loan, trade, sell/re-sell access to OpenPLM Professional Network or any information therein, or the equivalent, in whole or part;
  8. Sell, sponsor, or otherwise monetize a OpenPLM Professional Network Group or any other service or functionality of OpenPLM Professional Network, without the express written permission of OpenPLM Professional Network;
  9. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from OpenPLM Professional Network except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
  10. Share information of non- Members without their express consent;
  11. Attempt to or actually override any security component included in or underlying OpenPLM Professional Network;

11. Complaints Regarding Content Posted on the OpenPLM Professional Network Website

We built OpenPLM Professional Network to help you be a more successful professional, and to help professionals succeed. To achieving this purpose, we encourage our Members to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties.

How To Contact Us

If you have questions or comments about this Member Agreement, please contact us sending your request by e-mail to OpenplmPronet@linobject.com