Tasktop Terms of Use

General

These Terms of use (the “Terms”) are a legal agreement between you as the user and Tasktop Technologies Incorporated and its subsidiaries (collectively “Tasktop”) that governs your limited, non-exclusive and terminable right to the use of the Tasktop Websites and Services as defined below, unless you have entered into a separate agreement with Tasktop that governs the use of such Tasktop Websites or Services. By accessing, browsing or using the Tasktop Websites or Services, you acknowledge that you have read, understood and agree to be bound by these Terms and to comply with all applicable laws and regulations, including United States export and re-export control laws and regulations.

“Materials” means the content, courses and certifications available through the Tasktop Websites or through other websites.

“Services” means the provision of the Tasktop Websites, Materials and other services offered by Tasktop on or through the Tasktop Websites or other websites.

“Tasktop Websites” means the website www.tasktop.com as well as any other websites or website pages operated by Tasktop.

“You” means (a) you as an individual or (b) your company if you are using Tasktop Websites, Services or Materials in your capacity as an employee or agent of a company.

If you are acting on behalf of an entity, you represent that you have the authority to enter into this agreement on behalf of that entity.

If you do not agree to these Terms, you are not authorized to use any of the Tasktop Websites, Services or Materials.

Changes to Terms of Use

Tasktop reserves the right to modify these Terms, or change or remove features of the Tasktop Websites, Services or Materials. Your continued use of the Tasktop Websites, Services or Materials after the date of the modification will be deemed acceptance of the modified Terms or agreement, as applicable. Additional or different terms, conditions and notices may apply to specific materials, information, products, software or services offered through the Tasktop Websites or Services. In the event of any conflict, such additional or different terms, conditions and notices will prevail over these Terms.

Use of Tasktop Websites

You are permitted to use the Tasktop Websites only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of Tasktop.

Use of Software

To the extent that Tasktop provides for the download of proprietary Tasktop software or open source software from Tasktop’s Websites or Services (“Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either Tasktop or the third party licensor. Any use of the Software is subject to the terms of the applicable end-user or open source license agreement.

Use of Materials

You will not resell, lease, rent or otherwise use the Materials for profit. With the exception of certain Materials that Tasktop makes publicly available, all Materials are, and will at all times remain, confidential. You will not, nor will permit others to, copy, modify, distribute, reproduce, use, transmit, publish, create derivative works of, publicly display or perform, or disclose any Materials in any form for any purpose. You will not alter the appearance of the Materials or remove our name or logo from the Materials, unless expressly approved by Tasktop. “Whitelabeling” is strictly prohibited. We determine the Materials that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.

You are permitted to use the Materials solely for your internal business purposes only, subject to the restrictions specified in these Terms.

Payment

As a condition of using the Services or Materials, you must accept the terms of this Agreement and agree to pay any fees that apply to such Services or Materials.

Certifications

Upon completion of a certification course offered by Tasktop and payment of applicable fees, Tasktop will grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable, personal, revocable right to designate yourself with the applicable certification and to use the same to market, advertise and promote your certification (a “Certification”). You will be granted no other right, title or license to the Certification. Your use of a Certification is subject to the Terms. You may use your Certification for one (1) year from the date of completion of such Certification (the “Certification Term”), unless specified otherwise by Tasktop.

If you would like to issue a press release announcing your Certification status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to marketing@tasktop.com.

Termination of Certifications

You may terminate your Certification at any time upon request to Tasktop.

Tasktop reserves the right to terminate your use of the Services or Materials for cause and revoke your Certification at any time upon written notice to you. Cause for termination includes, without limitation: (i) your breach of these Terms, (ii) Tasktop’s determination, in its sole discretion, that you have misrepresented your Certification. Upon termination or expiration of these Terms or your Certification, all rights related to your Certification, including all rights to use your Certification will immediately terminate, and you must immediately cease to represent yourself with such certification . Except as provided herein, you will have no further rights under these Terms after their termination or expiration and you will not be entitled to a refund of any fees previously paid.

Trademarks

Tasktop reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of subsidiaries of Tasktop will be collectively referred to as “Tasktop Marks.”

No employee or other representative of Tasktop is authorized to grant permission to use Tasktop Marks or to provide guidance in their use, unless licensed within a formal written agreement signed by a duly authorized officer of Tasktop. Thus, any promise or other representation with respect to Tasktop Marks by a Tasktop employee in the absence of a formal written agreement cannot be relied upon.

The Tasktop Marks are highly valued intellectual property, and therefore Tasktop will take the necessary steps to guard against dilution and the use of third-party marks which are confusingly similar to Tasktop Marks or which are likely to cause confusion with Tasktop Marks.

Copyright

Except where otherwise specified, the contents of the Tasktop Websites and all Materials are the copyrighted intellectual property of Tasktop. Tasktop reserves all rights not expressly granted under these Terms.

The Materials are owned by Tasktop or its licensors and are protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights.

Linking To Tasktop Websites

Linking to the Tasktop Websites (including an internal or subsidiary page of any website comprising a part of the Tasktop Websites) must be approved in writing by Tasktop, except a limited, revocable right to create a hyperlink to www.tasktop.com is granted under condition that the website on which the hyperlink resides:

1. does not utilize content of a Tasktop Website;
2. does not utilize a Tasktop logo;
3. does not use framing of a Tasktop Website;
4. does not misrepresent an affiliation or other relationship with Tasktop;
5. does not misrepresent any possible endorsement by Tasktop;
6. does not contain content that could be construed as illegal, distasteful, offensive or controversial; and
7. is promptly modified to delete the hyperlink upon request by Tasktop.

Links to Third Party Sites

Links on the Tasktop Websites to third-party websites are provided solely for your convenience. If you access those links, you will leave the Tasktop Websites. Tasktop does not endorse or make any representations about such third party websites, and Tasktop is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those websites. Tasktop does not control those websites, and Tasktop is not responsible for the contents of any third-party websites (whether or not provided by Tasktop), any links contained in third-party websites or any changes or updates to third-party websites.

Disclaimers

Information on the Tasktop Websites or the Materials is not promised or guaranteed to be correct, current or complete, and the Tasktop Websites and Materials may contain technical inaccuracies or typographical errors. Tasktop assumes no responsibility (and expressly disclaims responsibility) for updating the Tasktop Websites and Materials to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products or other matters described in the Tasktop Websites or Materials. Tasktop provides no assurances that any reported problems will be resolved by Tasktop, even if Tasktop elects to provide information with the goal of addressing a problem.

THE TASKTOP WEBSITES AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. TASKTOP EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TASKTOP MAKES NO WARRANTY THAT THE TASKTOP WEBSITES OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE TASKTOP WEBSITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

Limitation of Liability

IN NO EVENT WILL TASKTOP BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF US$100.00, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE TASKTOP WEBSITES, SERVICES OR MATERIALS , WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF TASKTOP HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify, defend and hold Tasktop harmless against any losses, liabilities, damages, claims and expenses (including attorneys’ fees and court costs) arising out of any claims or suits, whatever their nature and however arising, in whole or in part, which may be brought or made against Tasktop in connection with: (i) any claims which are caused, directly or indirectly by any negligent act, omission, illegal or willful misconduct by you; (ii) your misuse of a Certification or the Materials; (iii) your noncompliance with or breach of these Terms.

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that Tasktop may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Tasktop’s liability shall be the minimum permitted under such applicable law.

Applicable Law

These Terms and the relationship between you and Tasktop shall be governed by the laws of the State of New York as applied to agreements made, entered into and performed entirely in New York by New York residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Tasktop Websites or Services shall be brought in the Federal or State courts located in New York, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Tasktop to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Tasktop and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect.