Netezza.com Terms of Use
1. ACCEPTANCE OF TERMS
1.1 You should read these Netezza.com Terms of Use ("Terms")
carefully before using the Netezza.com website ("Website")
in any manner. Your use of the Website constitutes acceptance
of these Terms. If you do not agree to all of these terms,
do not use this Website.
1.2 The Terms are entered into by and between Netezza Corporation
("Netezza") and you. If you are using the Website
on behalf of your employer, you represent that you are authorized
to accept these Terms on your employer's behalf.
2. YOUR OBLIGATIONS
2.1 You are not required to register in order to use portions
of this Website. However, certain portions of this Website
are available only to registered users. If you choose to register,
you agree to: (a) provide true, accurate, current, and complete
information as prompted by the registration form (the "Registration
Data"), and (b) maintain and promptly update the Registration
Data to keep it true, accurate, current and complete.
2.2 You are solely responsible for the security of your password.
Netezza is not liable for any unauthorized use of the Website.
2.3 If you are a Netezza customer, a Netezza Technology Partner,
or a Netezza Solutions Provider, you acknowledge and agree
that certain portions of this Website may provide password-restricted
access to information about you and your relationship with
Netezza, such as Registration Data and certain terms of your
existing contracts, to assist customers in purchasing, maintaining,
and supporting Netezza products, and to assist Technology
Partners and Solutions Providers in marketing, purchasing,
maintenance, training, and support activities. By using this
Website, you consent to Netezza's display of such information
via the Website and accept all risks of unauthorized access
to such information.
2.4 If you provide any information that is false, inaccurate,
out of date, or incomplete, or Netezza has reasonable grounds
to suspect that such information is false, inaccurate, not
current, or incomplete, Netezza may suspend or terminate your
account (as described in Section 5) and refuse any and all
current or future use of the Website (or any portion thereof).
2.5 You are responsible for all expenses, including, without
limitation, phone charges and telecommunications equipment,
that you incur in order to use the Website.
3. CONFIDENTIALITY
3.1 You acknowledge that you may obtain access via the Website
to certain confidential information of Netezza and its suppliers
and partners, such as technical, contractual, pricing, marketing,
and other valuable information ("Confidential Information").
You agree not to disclose Confidential Information to any
person or entity other than employees or contractors in your
organization who have a need to know and who are bound by
contractual obligations of confidentiality sufficient to give
effect to this Section 3. Under no circumstances will you
disclose Confidential Information to a competitor of Netezza.
3.2 You may use Confidential Information solely for the purpose
of purchasing, maintaining, and supporting Netezza products,
and/or for marketing purposes if you are a Netezza Technology
Partner or Netezza Solutions Provider. Title to Confidential
Information remains with Netezza and its suppliers and partners.
You agree, either as an individual or on behalf of your employer,
to be bound by the provisions of this Section 3. Furthermore,
if you are acting on behalf of your employer, your employer
agrees to indemnify you for violations of this Section 3.
3.3 You do not acquire any rights in Confidential Information,
except the limited right to use Confidential Information as
described above.
3.4 Any breach of the Terms will result in irreparable harm
to Netezza for which damages would be an inadequate remedy
and, therefore, in addition to its rights and remedies otherwise
available at law, Netezza will be entitled to equitable relief,
including both a preliminary and permanent injunction, if
such a breach occurs. You waive any requirement for the posting
of a bond or other security if Netezza seeks such an injunction.
3.5 Your obligations regarding Confidential Information expire
five (5) years after the date of disclosure. Upon termination
of your access to the Website or Netezza's written request,
you must cease use of Confidential Information and return
or destroy all Confidential Information.
3.6 The Terms impose no obligation upon you with respect
to Confidential Information that you can establish by legally
sufficient evidence: (a) you possessed, or knew, prior to
your receipt from Netezza, without an obligation to maintain
its confidentiality; (b) is or becomes generally known to
the public through no act or omission by you, or otherwise
without violation of the Terms; (c) you obtained from a third
party who had the right to disclose it, without an obligation
to keep such information confidential; (d) you independently
developed without the use of Confidential Information and
without the participation of individuals who have had access
to Confidential Information. You may disclose Confidential
Information in response to a valid order by a court or other
governmental body, or as otherwise required by law, provided
that you give prior notice to Netezza adequate to afford Netezza
the opportunity to object to the disclosure.
4. INDEMNITY
4.1 You agree to indemnify and hold Netezza, and its subsidiaries,
affiliates, directors, officers, employees, agents, and partners,
harmless from any claim or demand, including reasonable attorneys'
fees, made by any third party due to or arising out of your
use of the Website, including any use by your employees or
contractors, your violation of the Terms, or your violation
of any rights of another.
5. NOTICES; MODIFICATION AND TERMINATION
OF SERVICES
5.1 Netezza may send notices to you via either electronic
mail or regular mail. The Website may also provide notices
of changes to the Terms or other matters by displaying notices
or links to notices. Netezza reserves the right to modify
or discontinue, temporarily or permanently, products, services,
or content offered on the Website (or any part thereof) at
any time without notice. Netezza, in its sole discretion,
may terminate your account or use of the Website for any reason,
including, without limitation, for lack of use or if Netezza
believes that you have violated the Terms. Further, Netezza
will not be liable to you or any third-party for any termination,
modification, or suspension of access to the Website (or any
part thereof).
6. ADVERTISEMENTS AND PROMOTIONS
6.1 Netezza may display advertisements and promotions from
third parties on the Website. The manner, mode, and extent
of advertising on the Website are subject to change. Your
correspondence or business dealings with, or participation
in promotions of, advertisers other than Netezza found on
or through the Website, including payment and delivery of
related goods or services, and any other terms, conditions,
warranties, or representations associated with such dealings,
are solely between you and such advertiser. Netezza is not
responsible or liable for any loss or damage of any sort incurred
as the result of any such dealings or as the result of the
presence of such non-Netezza advertisers on the Website.
7. LINKS
7.1 The Website may provide links to other Internet sites
or resources as a convenience to you. Because Netezza has
no control over such sites and resources, you acknowledge
and agree that Netezza is not responsible for the availability
of such external sites or resources, and does not endorse
and is not responsible or liable for any content, advertising,
products, services, or other materials on or available from
such sites or resources. Netezza will not be responsible or
liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or
reliance on any such content, goods, or services available
on or through any such site or resource.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Website contains proprietary and confidential content
that is protected by applicable patent, trademark, copyright,
and other intellectual property rights and laws. Except as
specified below, nothing contained herein shall be construed
as conferring, by implication, estoppel, or otherwise, any
license or right under any patent, trademark, or copyright
of Netezza or any third party.
8.2 Any software, software updates, or patches downloaded
from the Website may be used only: (i) as allowed under the
accompanying license; or (ii) subject to the license governing
the original product.
8.3 Services provided as an element of Netezza's support,
training, or professional services are governed by the terms
of the applicable support, training, or professional services
agreement.
8.4 You must not modify, decompile, or reverse engineer any
software obtained from the Website, and must not remove, overprint,
or deface any notice of copyright, trademark, or other notice
of ownership from any originals or copies of software or Confidential
Information obtained from the Website.
8.5 Netezza hereby authorizes you to copy materials published
by Netezza on this Website solely for non-commercial use within
your organization (or if you are a Netezza Technology Partner
or a Netezza Solutions Provider, your customer's organization)
in support of Netezza products or services. No other use of
the information is authorized. In consideration of this authorization,
you agree that any copy of these materials that you make shall
retain all copyright and other proprietary notices in the
same form and manner as on the original.
9. DISCLAIMER OF WARRANTIES
9.1 YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. UNLESS OTHERWISE EXPLICITLY STATED, THE CONTENT ON
THE WEBSITE IS PROVIDED "AS IS." NETEZZA DISCLAIMS
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES
OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
NETEZZA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR
GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY,
OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON THE WEBSITE.
9.2 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND
RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM
COMPUTER VIRUSES.
10. LIMITATION OF LIABILITY
10.1 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NETEZZA
IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE,
GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR
OTHER ECONOMIC ADVANTAGE (EVEN IF NETEZZA HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS
OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF OR RELATED TO: (i) THE USE OF OR
THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS,
DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES
RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE
WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD
PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO
THE WEBSITE, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, MODIFY,
OR DISTRIBUTE FROM THE WEBSITE.
11. PRIVACY
11.1 Netezza's Privacy Policy can be found at http://www.netezza.com/privacy.
By using the Website, you are consenting to the processing
of your data by Netezza and consenting to the terms of Netezza's
Privacy Policy. If Netezza decides to change that policy,
Netezza will post the revised policy prominently on the Website
or otherwise bring it to your attention.
12. GENERAL INFORMATION
12.1 The Terms constitute the entire agreement between you
and Netezza with respect to your use of the Website, superseding
any prior agreements between you and Netezza (including, but
not limited to, any prior versions of the Terms). You also
may be subject to additional terms and conditions that may
apply when you use other Netezza products or services, third-party
content, or third-party products or services. You must not
assign or otherwise transfer the Terms or any right granted
hereunder. Sections 3, 7, 8, 9, 10, and 11 survive termination
of the Terms.
12.2 Massachusetts law and controlling U.S. federal law govern
any action related to the Terms. No choice of law rules of
any jurisdiction apply. The parties specifically disclaim
the U.N. Convention on Contracts for the International Sale
of Goods. You and Netezza agree to submit to the personal
and exclusive jurisdiction of the courts located within Middlesex
County, Massachusetts and/or the corresponding U.S. federal
courts.
12.3 Netezza controls and operates this Website from its
headquarters in the United States of America and makes no
representation that the content of the Website is appropriate
or available for use in other locations. If you use this Website
from other locations, you are responsible for compliance with
applicable local laws including but not limited to the export
and import regulations of other countries.
12.4 You acknowledge and agree that the content of the Website
may be subject to the U.S. Export Administration Laws and
Regulations. Diversion of such content contrary to U.S. law
is prohibited. You agree that none of the content, nor any
direct product therefrom, is being or will be acquired for,
shipped, transferred, or re-exported, directly or indirectly,
to proscribed or embargoed countries or their nationals, nor
be used for nuclear activities, chemical or biological weapons,
or missile projects unless authorized by the U.S. Government.
Proscribed countries are set forth in the U.S. Export Administration
Regulations. You agree to comply strictly with all U.S. export
laws and assume sole responsibility for obtaining licenses
to export or re-export as may be required.
12.5 This Website could include inaccuracies or typographical
errors. Netezza tries to make the information on the Website
accurate and current but does not guarantee it. Use of such
information is at your own risk. Netezza may modify the content,
products, services, and prices described in this Website at
any time without notice. Netezza may amend these Terms at
any time by posting the amended terms on the Website.
12.6 The failure of Netezza to exercise or enforce any right
or provision of the Terms does not constitute a waiver of
such right or provision. If a court of competent jurisdiction
finds any provision of the Terms 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 Terms remain in full force
and effect. Regardless of any statute or law to the contrary,
any claim or cause of action arising out of or related to
use of the Website or the Terms must be filed within one (1)
year after such claim or cause of action arose or be forever
barred. The section titles in the Terms are for convenience
only and have no legal or contractual effect.
Netezza Trademark Notices
Netezza, the Netezza logo, NPS, Performance Server, Netezza
Performance Server, and other trademarks appearing on this
website are trademarks or registered trademarks of Netezza
Corporation in the United States and/or other countries. All
rights reserved.
Rev 071802
