EFFECTIVE AS OF JUNE 7, 2016
(1) GENERAL INFORMATION AND PURPOSE
The Duo Security Community Portal (“Portal”) is designed to enable respectful and courteous social networking opportunities, support discussion forums, chat, electronic messaging, survey tools, blogs, wikis and other collaborative tools related solely to Duo Security’s services and software that Duo Security elects to make available to users of the Portal. The Portal allows users to create personal profiles, protected by a username and password selected by you, and such profiles can be searched and viewed by other users. Duo Security may modify, enhance, restrict or terminate the Portal at any time and without notice; and following any termination, you may be unable to access any material you may have previously provided.
(2) PORTAL CONTENT
2.1 The views and opinions expressed on the Portal are not necessarily endorsed by Duo Security, and may not be used for advertising or product endorsement purposes or any other attempt to solicit funds or personal information from our community unless expressly authorized in writing by Duo Security.
2.2 Subject to full compliance with the terms of this Agreement, Duo Security grants you a personal, non-commercial, non-exclusive, non-transferable limited right to access and use the Portal. You are solely responsible for any activity associated with your account and any content, material, and any other information (“Content”) you distribute, submit, post, transmit, include, link to or otherwise upload to the Portal (“Post” or “Posting”). You agree that Duo Security only operates the Portal as a venue and that Duo Security has no liability related to the Content of any forum or Posting or any other user-created Content on the Portal, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. By its very nature, the information available on the Portal and related forums and wikis is changed frequently, may be offensive, harmful or inaccurate and in some cases may be mislabeled or deceptively labeled. Duo Security reserves the right to monitor, delete, move, or edit any Content on the Portal, but is not obligated to do so. Duo Security does not make any representation or warranty, express or implied, as to the accuracy, timeliness or completeness of the Content or undertake to update or correct the Content. Use of any Content on the Portal is at your own risk. No reliance should be made by you on such Content, and no warranty claim may be made against Duo Security based upon the Content contained on the Portal. Except as expressly provided in writing by Duo Security, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Portal Content.
2.3 By Posting any Content on the Portal, you hereby grant Duo Security an irrevocable, perpetual, non-exclusive, transferable, worldwide, fully-paid and royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to such Content. To the extent that your Content includes any suggestions, idea, enhancement requests, feedback, recommendations or other information related to Duo Security’s products or services, you hereby agree to assign all intellectual property rights in such Content to Duo Security, without compensation to you or any third party. In addition, you agree that Duo Security may use, copy, modify, publish, or redistribute such Content for any purpose and in any way, including implementation in its products or services. If you do not wish to grant Duo Security the rights set forth in this Section 2.3, do not Post any Content on the Portal.
2.4 Duo Security does not provide formal support via the Portal. While Duo Security may provide general or technical information regarding its services, any such information is provided strictly on an “AS IS” basis.
2.5 There may be links on the Portal, or from communications you receive within the Portal, to third party services, websites or applications. Duo Security does not control, maintain or necessarily endorse any such third party services, websites or applications. You expressly acknowledge and agree that Duo Security is not responsible or liable for any such third party services. Your correspondence and business dealings with third-parties found through the Portal are solely between you and the third party.
3.1 You agree that you will not access or use the Portal to: (a) Post any discriminatory, libelous, harassing, defamatory, obscene, pornographic, or otherwise unlawful content; (b) Post anything to or via the Portal that contains a software virus, disabling device, trojan, or any other code, files, or programs that may modify, damage, or interrupt the functionality of Duo Security’s systems or the Portal itself, or otherwise compromises the security of the Portal, other users, or Duo Security in any way; (c) conduct, or Post links to sites or applications, that illegitimately prompt users to enter their login credentials for any purpose; (d) Post any Content that you do not have the right to transmit under any law (including, but not limited to, copyright and trademark law) or under a contractual relationship; (e) modify, damage or delete or attempt to modify, damage or delete anything on the Portal other than your Content; (f) circumvent any technology used by Duo Security or its licensors to protect Content accessible via the Portal; (g) disrupt the normal operation of the Portal or flow of communication in any way (including, without limitation, “bumping” any discussion threads more than once per day); (h) claim a relationship with or represent any business, association or other organization with which you are not authorized to claim such a relationship or represent; (i) Post any unsolicited advertising, promotional, spam or other forms of solicitation; (j) conduct or forward surveys, contests, pyramid schemes, or chain letters; (k) translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on any Content contained on the Portal; (l) remove, alter, conceal, copy, imitate, use or otherwise infringe any copyright, trademark or other proprietary rights and corresponding notices contained on the Portal; (m) use any automated data collection methods, data mining, robots, scraping or any other data gathering methods of any kind; or, (n) collect or store personal information about others.
3.2 You understand that the Portal is neither intended nor designed for the Posting, collection, storage or protection of personally identifiable information (“PII”), and you agree not to Post any PII via the Portal.
3.3 The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from anyone under the age of 13. Duo Security does not knowingly collect or solicit personally identifiable information from anyone under 13; if you are under 13, please do not attempt to register for the Portal or send any personal information about yourself to us. If Duo Security learns that it has collected personal information from anyone under 13, we will delete that information as quickly as possible. If you believe that anyone under 13 may have provided Duo Security with personal information, please contact us at: firstname.lastname@example.org.
Duo Security reserves the right to investigate any violation of this Agreement and has absolute discretion to enforce the terms hereof or take any action Duo Security deems appropriate. Such action may include (without limitation) monitoring, deleting, moving, editing, suspending or terminating access to the Portal or any Content on the Portal. You hereby agree to delete, edit or take such other reasonable action as may be requested by Duo Security. To report violations of this Agreement, you may contact Duo Security at: email@example.com, with a description of the violation and the Post where it can be located.
(5) DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICES
The Digital Millennium Copyright Act (DMCA) provides a process for copyright owners to give notification to an online service provider regarding alleged copyright infringement. Duo Security respects others’ intellectual property rights, and will respond to allegations of copyright violations in accordance with its Copyright Dispute Policy and the DMCA. To review Duo Security’s complete Copyright Dispute Policy and learn how to report potentially infringing Content, click here. To learn more about the DMCA, click here.
To the extent permitted by law, you (including any third-party on whose behalf you access or use the Portal) agree to indemnify and hold Duo Security harmless, at Duo Security’s direction and request, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (a) your access to or use of the Portal, including any Content you Post via the Portal; (b) your breach or alleged breach of this Agreement; (c) your violation of any third party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (e) any misrepresentations made by you. You will cooperate as requested by Duo Security in the defense of any claim. Duo Security reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not under any circumstances settle any claim without the prior written consent of Duo Security.
(7) NO WARRANTY
THE PORTAL AND CONTENT, AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. DUO SECURITY HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, DUO SECURITY AND ITS SUPPLIERS DO NOT WARRANT THAT THE PORTAL OR CONTENT WILL OPERATE WITHOUT ERRORS OR ARE FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND DUO SECURITY SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. DUO SECURITY IS IN NO WAY RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY CONTENT POSTED BY USERS OR ANY OTHER COMMUNICATIONS BY USERS.
(8) LIMITATION OF LIABILITY
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE LIMITED EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL DUO SECURITY NOR ITS SUPPLIERS BE LIABLE TO YOU (OR ANY PERSON CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, THE DELAY OR INABILITY TO USE THE PORTAL OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF DUO SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF DUO SECURITY AND ITS SUPPLIERS TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(9) SEVERABILITY AND ENTIRE AGREEMENT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a writing signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Duo Security in any respect whatsoever.
(10) GOVERNING LAW
10.1 This Agreement will be governed by the laws of the State of Michigan, U.S.A. without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Washtenaw County, Michigan, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
10.2 The federal and state courts serving Washtenaw County, Michigan, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Notwithstanding anything contained in this Section 10, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.