Effective date: April 6, 2021
PROPRIETARY NOTICES. The Website and the Software is copyright © Stardog Union, Inc., 2101 Wilson Blvd., Suite 800, Arlington, Virginia 22201, USA. All rights reserved. The trademarks, logos, service marks and trade names identifying or used in connection with Stardog’s business appearing on the Website whether or not registered are the sole property of Stardog and/or its licensors. Other brand and product names are trademarks of their respective companies.
USER REPRESENTATIONS. You represent and warrant to Stardog that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to Stardog is truthful, accurate and complete, including any registration information (without limitation, your legal name, address, email address and telephone number); and © you shall comply with this Agreement, including, without limitation, the provisions set forth at Section 6.
GRANT OF LICENSE. Stardog hereby grants to you a limited, non-exclusive, nontransferable license to access, download and use the Website and the Software in accordance with this Agreement. Stardog does not provide technical support for the Website content or the Software.
OWNERSHIP. All copies of the Website and the Software, including all revisions and updates, are the property of Stardog, and no title or ownership of the Website or the Software is transferred under this Agreement. You may not rent or lease the Software. You agree to use the Software only for your own business. You shall not (i) process or permit to be processed by the Software the data of any other party, or (ii) use the Software in the operation of a service bureau.
PROTECTING PROPRIETARY INFORMATION IN THE SOFTWARE. You shall safeguard the Software and provide the same degree of care as exercised towards your own proprietary information. You agree that the Software shall be treated by you as being proprietary to Stardog and you shall not disclose such information to any third party unless such third party has agreed to this Agreement. You agree to use such proprietary information only for the purpose of evaluating the Software. You agree not to reproduce, use or copy or allow any third party to reproduce, use or copy such proprietary information, nor to disclose it, nor to permit it to be disclosed to any third party except pursuant to a license from Stardog. You shall not reverse compile, disassemble, reverse engineer, modify, adapt, translate, distribute, network, lease, resell, or create derivative works based upon the Software or any portion thereof and you further agree to take reasonable precautions to prevent third parties from doing so, except pursuant to a license from Stardog. The provisions of this Section 5 shall survive any termination of this Agreement.
RESTRICTIONS. You agree not to use the Website or the Software to (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; © disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts accessing or using the Website or the Software or any computer network operated by Stardog; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by Stardog to be in conflict with the intent or spirit of this Agreement.
ACCOUNTS, PASSWORDS AND SECURITY. If the Website or Software requires you to open an account, you must complete the registration process by providing and maintaining current, accurate and complete information as requested on the applicable registration form, and maintaining the strict confidentiality of your password. If Stardog has provided you with login information to enable you to access restricted URLs on the Website, be advised that such login information, as well as any content located at or linked from that URL, is confidential and proprietary to Stardog, and you are not authorized to share any information you access, download or use at that URL. You are the only person authorized to use your login information, and you are solely responsible for maintaining the confidentiality of your password(s). You are fully responsible for all activities that occur through the use of your account and password. You agree to notify Stardog immediately of any unauthorized use of your account or password or any other breach of security and ensure that you exit from your account at the end of each session. Stardog is not responsible or liable for any loss or damage that may occur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Stardog or any other party due to someone else using your account or password. You may not use anyone else’s account at any time. Stardog reserves the right to terminate your access to the Website and Software should Stardog in its sole discretion consider your use of the Website and Software to be inappropriate in any way. Upon termination of your access to the Website and Software, you agree to delete or otherwise destroy copies of any materials obtained from the Website and the Software.
LINKS TO THIRD-PARTY WEBSITES. Any links to third-party websites found within the Website are provided solely as an added convenience to you. Stardog has neither reviewed the contents of these third-party websites nor does Stardog claim any responsibility for the content or suitability of these third-party websites and Stardog makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of pages access by such links. The inclusion of links does not imply endorsement of the third-party websites by Stardog or any association with their operators.
THIRD-PARTY MATERIALS ON THIS WEBSITE. The Website and the Software may contain materials from third parties, including software in executable or source code form (“Third-Party Materials”). Access, use, and download of all Third-Party Materials are subject to the warranties, limitations of liability and other terms and conditions set forth in this Agreement. Permission to use any Third-Party Materials beyond the uses allowed by this Agreement must be obtained directly from the respective owners.
TERM AND TERMINATION. This Agreement and the license granted hereunder shall take effect upon you accessing, downloading or using this Website or the Software and shall continue in full force until terminated. You may terminate this Agreement for any reason upon thirty (30) days prior written notice to Stardog. Stardog reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Website or the Software; (b) suspend your access to or use of all or any portion of the Website or the Software; and © terminate this Agreement. Upon the request of Stardog, you agree to delete or otherwise destroy all copies of the Software.
NO WARRANTY. STARDOG GRANTS NO WARRANTY REGARDING THE WEBSITE OR THE SOFTWARE, WHICH ARE PROVIDED “AS IS.” STARDOG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE AND NONINFRINGEMENT, REGRDING THE WEBSITE AND THE SOFTWARE. ACCESS TO, DOWNLOADING OF AND USE OF THE WEBSITE AND THE SOFTWARE IS AT YOUR SOLE RISK. STARDOG DOES NOT WARRANT THAT ACCESS TO, DOWNLOADING OF OR USE OF THE WEBSITE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES STARDOG MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE.
LIMITATIONS OF LIABILITY. IN NO EVENT SHALL STARDOG BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER OR NOT STARDOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE ACCESS TO, DOWNLOADOING OF OR USE OF THE WEBSITE OR THE SOFTWARE.
INDEMNIFICATION. You agree to indemnify, hold harmless and defend Stardog, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your access to, downloading of or use of the Website or the Software, including any data or work transmitted or received by you; and © any unacceptable use of the Website or the Software, including, without limitation, any statement, data or content made, transmitted or republished by you which is prohibited as unacceptable pursuant to Section 6.
U.S. GOVERNMENT LICENSE RIGHTS; RESTRICTED RIGHTS. The Software, including accompanying documentation, is commercial computer software developed at private expense and is provided with RESTRICTED RIGHTS to the United States Government. Use, duplication or disclosure of the Software by the United States Government is subject to the license terms of this Agreement pursuant to, as applicable, FAR 12.212, DFAR 227.7202-1(a), DFAR 227.7202-3(a) and DFAR 227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007). If FAR 52.227-19 is applicable, this provision serves as notice under clause © thereof and no other notice is required to be affixed to the Software. The United States Government’s rights in the Software shall be only those set forth in this Agreement.
COMPLIANCE WITH EXPORT LAWS. United States export laws and regulations apply to Stardog, the Website and the Software. You agree to comply with all such applicable restrictions and may not access, download, use, or otherwise export, re-export, import, or distribute content on the Website content or the Software except in full compliance with all laws and regulations of the United States and those of any other country that may apply thereto. You represent and warrant that (1) you are not a party to whom the United States prohibits access to, downloading of or use of the Website or the Software (e.g., a listed or debarred individual or an individual involved in the proliferation of biological, chemical, nuclear or other weapons of mass destruction), (2) you are not located in, under control of, or a national or resident of any country to which export of the Website content or the Software (e.g., a country that is subject to a United States embargo) is restricted by laws of the United States or other applicable laws and regulations, and (3) you will not share the Website content or the Software with an individual whose status is described in (1) and/or (2) above. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Website content and the Software. Stardog may export the Software and any related materials and services only in accordance with the laws and regulations of the United States. You must comply with any export restrictions relating to end users of the Software and any related materials and services.
ARBITRATION OF DISPUTES. Any dispute or controversy arising under, out of, or in connection with or in relation to this Agreement, or the breach thereof, shall be determined and settled by arbitration, by a single arbitrator, to be held in Washington, DC, in accordance with the rules of the American Arbitration Association then in effect. Any award rendered therein shall be final and binding on each and all of the parties, and judgment may be entered thereon in a court of competent jurisdiction pursuant to Section 17.
GENERAL. This Agreement constitutes the complete and exclusive statement of the agreement between the parties related to the subject matter hereof. All other communications or negotiations, whether written or oral, are hereby waived. This Agreement and all matters related to the access to, downloading of and use of the Website and the Software shall be governed by U.S. federal law and the laws of the State of Virginia and any court proceeding relating thereto shall be instituted in a state or federal court in Virginia. You and Stardog agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any court proceeding. Stardog’s rights granted by this Agreement are cumulative and in addition to any rights it may have at law or equity. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. The parties agree that the Virginia Uniform Computer Information Transactions Act shall not apply to nor govern in any way this Agreement and the license hereunder.
CHANGES TO THIS AGREEMENT. Stardog may amend this Agreement at any time by revising the contents of this web page. If you continue to access, download or use the Website or the Software, please periodically review this Agreement. BY ACCESSING, DOWNLOADING OR USING THE WEBSITE OR THE SOFTWARE YOU ARE DEEMED TO HAVE AGREED TO ALL OF THE TERMS AND CONDITIONS OF THE MOST RECENT VERSION OF THIS AGREEMENT. Any waiver of this Agreement must be made in writing and signed by an authorized representative of both parties.
QUESTIONS. If you have any questions concerning the Website or the usage or licensing of Stardog Software, copyrighted materials, trademarks or any other questions regarding the Agreement, contact Stardog by mail at 2101 Wilson Blvd, No. 800, Arlington, VA 22201, or by phone at (202) 408-8770.