Collaborare Terms of Service

Acceptance of Terms

Collaborare, LLC provides its online services to you subject to the following Terms of Service (“TOS”), which, unless otherwise agreed in writing, may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at http://www.collaborare-soft.com/tos.htm.

In addition to the terms set forth on this page, use of subscription-based online services offered by Collaborare, including BallotBox and ContractKMS, may be subject to different or additional terms of service set forth in a written agreement between you and Collaborare, as well as other posted guidelines or rules applicable to such services as posted by Collaborare on Web pages related to such services from time to time (all such guidelines or rules are hereby incorporated by reference into the TOS for the use of such services).

Description of Services

Collaborare provides online visitors with access to information about its services, and provides subscribers to its services with access to those services, such as BallotBox and ContractKMS (the “Services”). Unless Collaborare posts different terms that conflict with the TOS, any change to the current Services and any new Services made available in the future shall be subject to the TOS. You understand and agree that the Services are provided “AS IS” and that, unless otherwise posted by Collaborare in a particular TOS applicable to a particular Service or stated in a signed written agreement, Collaborare assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store or deliver any data. You are responsible for obtaining access to the Services, which may require you to pay third party fees (such as Internet service provider or airtime charges), and purchase equipment necessary to access the Services.

Privacy Policies

Certain information about you or obtained from you is subject to a privacy policy. For more information about the information practices related to our brochure site, see our privacy policy at http://www.collaborare-soft.com/privacy.htm. For the information practices related to our BallotBox service, the relevant privacy policy is at http://www.collaborare-soft.com/privacy_bbx.htm. For the information practices related to our ContractKMS service, the relevant privacy policy is at http://www.collaborare-soft.com/privacy_kms.htm.

Accounts, Passwords, and Security

To use certain Services, you will receive a password and other credentials necessary to access your account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur through the use of your password or account. You agree to notify Collaborare immediately if you suspect any unauthorized use of your password or account or any other breach of security.

Information Provided to Collaborare in Connection with a Service

You understand that all information, whether publicly posted or privately transmitted, is the sole responsibility of the person from which it originated. This means that you are entirely responsible for all information that you upload to Collaborare in connection with your use of a Service. Collaborare does not control the information provided by users in connection with the Services, and does not guarantee the accuracy or completeness of such information. Under no circumstances will Collaborare be liable in any way for any information provided by you or any third party to Collaborare in connection with a Service for any loss or damage of any kind.

Restrictions on the Use of the Services

You agree to not use any Service to:

upload, post, email, transmit or otherwise make available anything that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable
harm minors in any way
disguise your identity, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity
disguise the origin of any information transmitted through or in connection with a Service transmit or otherwise make available anything that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information about a public company or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
transmit or otherwise make available anything that misappropriates or infringes any person’s intellectual property rights
interfere with or disrupt a Service or servers or networks used by Collaborare to offer a Service, or disobey any requirements, procedures, policies or regulations of Collaborare
intentionally or unintentionally violate any applicable local, state, national or international law
“stalk” or otherwise harass another person

Indemnity

You agree to defend, indemnify and hold Collaborare and its officers, directors/managers, employees, and agents harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your acts or omissions, your violation of the TOS (including any additional provisions incorporated in the TOS as described in Paragraph 1), or any third party’s rights (including, without limitation, infringement of any copyright, violation of any proprietary right, or invasion of any privacy rights). These obligations will survive any termination of your relationship with Collaborare or your use of any Service.

No Resale or Sharing of Service

You agree not to reproduce, duplicate, copy, sell, trade, share, or resell, for any commercial or non-commercial purpose, any portion of any Service, use of any Service, or access to any Service. In addition, your right to use any Service that requires a current subscription is strictly limited to the terms of your subscription.

Modifications to and Limits on the Use of the Services

You acknowledge that Collaborare may establish general practices and limits concerning uses of the various Services, including without limitation how long information will be retained by Collaborare in connection with a Service. You agree that Collaborare has no responsibility or liability for the deletion or failure to store any information maintained or transmitted in connection with a Service. You acknowledge that Collaborare may modify these general practices and limits from time to time.

Termination

Subject to any rights you may have under the TOS posted by Collaborare with respect to a particular Service or otherwise set forth in a signed written contract, Collaborare reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any Service (or any part thereof) with or without notice. You agree that Collaborare shall not be liable to you or to any third party for any modification, suspension or discontinuance of any Service. Subject to any rights you may have under the TOS posted by Collaborare with respect to a particular Service or otherwise set forth in a signed written contract, Collaborare may, without prior notice, immediately suspend or terminate your access to any Service without liability to you or to any third party.

Links

A Service may provide links to other Web sites or resources over which Collaborare has no control. You acknowledge and agree that Collaborare does not endorse and is not responsible or liable for anything on any such site or resource.

Proprietary Rights

You acknowledge and agree that each Service, and any necessary software used in connection with each Service (“Software”), contains proprietary and confidential information that is protected by applicable intellectual property rights and other laws. Except to the limited extent expressly authorized by Collaborare in a signed written agreement, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on a Service or the Software, in whole or in part.

You agree that you will not (and you will not facilitate any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, modify, use a modified version of, grant a security interest in or otherwise transfer any right in any software used to deliver a Service. If you subscribe to the ContractKMS Service, your use of the ContractKMS Client software is expressly subject to the terms of the software license agreement that accompanies that software. You agree not to access any Service by any means other than through the interface that is provided by Collaborare for use in accessing that Service.

Disclaimer of Warranties

YOUR USE OF ANY SERVICE IS AT YOUR SOLE RISK. ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COLLABORARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

FOR AVOIDANCE OF DOUBT, COLLABORARE DOES NOT WARRANT THAT ANY SERVICE WILL MEET YOUR REQUIREMENTS; ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; RESULTS THAT MAY BE OBTAINED FROM THE USE OF A SERVICE WILL BE ACCURATE OR RELIABLE; OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY SOFTWARE OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF A SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH DOWNLOAD.

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT COLLABORARE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE ANY SERVICE; (ii) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO A SERVICE. IN ADDITION, COLLABORARE SHALL NOT BE LIABLE FOR ANY DAMAGES TO THE EXTENT THEY EXCEED THE AMOUNT PAID TO COLLABORARE BY YOU IN THE PRECEDING TWELVE MONTHS FOR USE OF THE SERVICES.

Miscellaneous Provisions

You agree that, except as otherwise expressly provided in this TOS, there are no intended third party beneficiaries to this Agreement.

The TOS constitute the entire agreement between you and Collaborare and govern your use of the Service, superseding any prior agreements between you and Collaborare, except to the extent there is a written agreement between you and Collaborare related to your use of the Service.

THE TOS AND THE RELATIONSHIP BETWEEN YOU AND COLLABORARE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND COLLABORARE AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN TRAVIS COUNTY, TEXAS.

A failure of Collaborare to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

You agree that your Collaborare account (and any subscription to any Service you may have) is non-transferable and that you shall not permit any third party to use your account (or subscription).

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.