Acceptance of Terms
Progress Software Corporation (“Progress Software”) owns multiple internet sites, each of which has separate terms and conditions of use, a link to which appears at the bottom of the home page for each such site. Your use of the Progress.com internet site (this “Site”), including the services and/or materials provided to you pursuant to this Site are subject to the following terms and conditions (the “Terms”).By accessing, using, or registering to use the Software (as defined herein), Services (as defined herein) and/or Materials (as defined herein) from this Site you agree to follow and be bound by these Terms. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, DO NOT USE THIS SITE.
Description of Services
Progress Software may provide you with access to a variety of resources, materials and downloads, including business, educational and technical news and information (collectively, "Services"). The Services, including any updates and enhancements, are subject to the Terms.
Use of Software
Any software or related materials that are made available to download from this Site or otherwise provided to you ("Software") is the copyrighted work of Progress Software and/or its licensors (if any). You must be a registered Progress Software subscriber in order to download and/or use the Software. Furthermore, your right to download and/or use the Software will be subject to the terms and conditions of the applicable end user license agreement ("Progress Software License Agreement"), which you must first agree to by clicking on the "I AGREE" (or similar prompt) prior to downloading. Any use, reproduction or redistribution of the Software not in accordance with such Progress Software License Agreement is prohibited.
Use of Materials
Any information or materials that are made available to download from this Site or otherwise provided to you ("Materials") is the copyrighted work of Progress Software and/or its licensors (if any). You must be a registered Progress Software subscriber in order to download and/or use the Materials and you must retain all copyright and other proprietary notices contained in the original Materials on any copies of the Materials. Furthermore, your right to download and/or use the Materials will be subject to these Terms. Any use, reproduction or redistribution of the Materials not in accordance with these Terms is prohibited.
The origins of such materials may be internal or external to PSC. While third party Materials are believed to be reliable, such third party Materials has not been independently authenticated, tested or verified in whole or in part by PSC. All Materials provided on PSC websites, including any material from third parties, is "as is," and PSC makes no express or implied claims, representations or warranties as to its accuracy, validity or veracity. PSC shall not be liable, in any way, for your use of these Materials, any results that may occur from such use, or any consequences from decisions made in reliance on these Materials.
In addition, certain downloads from PSC websites may contain third party software. Any download of software is governed by the terms of the Software License Agreement between PSC and the user. PSC makes no claims, representations or warranties that the software will operate properly, securely, effectively or efficiently. PSC disclaims all liability concerning the download of software from the websites, including, but not limited to damage to the user's hardware, software, network or systems, loss of data, application failure, backup errors or problems related to connectivity, security, compatibility, functionality or efficiency.
Limitation of Use
Unless otherwise specified in the Terms and/or the Progress Software License Agreement, the Services and Materials are for your personal and non-commercial use. Notwithstanding anything to the contrary in the preceding sentence, if you have obtained any Software pursuant to a Progress Software License Agreement, and have been granted access by PSC to the Progress Customer Order Management portion of the Site, you may use the Services and/or Materials made available in the Customer Order Management portion of the Site solely for your internal business purposes.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Services or Materials. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any materials in your possession obtained from the Site (including Materials requested pursuant to the Site and sent by Progress Software via email or post).
Updates and/or Changes to the Site
The Services and/or Materials may contain technical inaccuracies or typographical errors. Unless otherwise specified in the Terms and/or the Progress Software License Agreement, the Services, Software and/or Materials may be updated, modified or deleted at any time without notice.
You may obtain direct access via the Site to certain confidential information of Progress Software and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Progress Software and its suppliers.
Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Progress Software's written request, You must cease use of Confidential Information and return or destroy it.
The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Progress Software, 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 it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Progress Software adequate to afford Progress Software the opportunity to object to the disclosure.
Policy on Privacy
When using this Site, you agree to be responsible for providing accurate and complete information about yourself during registration ("Your Data"), and updating Your Data to keep it current. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. At our sole discretion, we may terminate the accounts or access rights of users who may have provided inaccurate or incomplete information during registration.
The Services may contain e-mail services, bulletin board services, chat areas, news groups and other forums designed to enable you to communicate with others ("Communication Services"). You understand that by using this Site you may be exposed to content that is offensive, indecent, or objectionable. You agree to use the Communication Services only to post, send and receive messages and materials that are proper and, where applicable, related to the particular Communication Service. We may, but are not obligated to, monitor or review these areas and the content of any such Communication Services. We will have no liability related to the content of any such Communication Services, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Any material posted to this Site that in the sole opinion of Progress Software violates community standards, will be removed and the account of the poster may, at Progress Software's discretion, be revoked or suspended. Any material that meets the standards described above might be edited by Progress Software solely for the purpose of clarity and length.
Materials Provided to Progress Software or Posted at the Site
Progress Software does not claim ownership of the materials you may provide to Progress Software (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are granting Progress Software, its affiliated companies and necessary sublicensees a non-exclusive, royalty-free, worldwide license to use your Submission in connection with the operation of their businesses (including, without limitation, all Progress Software Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sublicense such rights to any supplier of the Services.
No compensation will be paid with respect to the use of your Submission, as provided herein. Progress Software is under no obligation to post or use any Submission you may provide and Progress Software may remove any Submission at any time in its sole discretion.
Links To Third Party Web Sites\Content
Links to third party web sites or content on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. We have not reviewed these third party sites and do not control and are not responsible for any of these sites or their content. We do not endorse or make any representations about them, or any information, software or other products, sweepstakes or materials found there, or any results that may be obtained from using them.
If you decide to access any of the third party sites linked to this Site, or decide to participate in any sweepstakes or contests offered by third parties pursuant to links on Progress Software's Site, you do this entirely at your own risk.
THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS AND CONDITIONS OF THE PROGRESS SOFTWARE AGREEMENT. EXCEPT AS SPECIFICALLY WARRANTED ON THE PROGRESS SOFTWARE AGREEMENT, ALL SOFTWARE, MATERIALS AND SERVICES PROVIDED AT THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROGRESS SOFTWARE, FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE LICENSORS (IF ANY) AND SUPPLIERS, DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Neither Progress Software, nor its subsidiaries and affiliates and their respective licensors (if any) and suppliers, warrant the accuracy, completeness or quality of any of the Materials or Services.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PROGRESS SOFTWARE, ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE LICENSORS (IF ANY), OR ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNATIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE SOFTWARE, MATERIALS OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS , SOFTWARE OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
This site is controlled and operated by Progress Software from its offices in the United States of America. Progress Software makes no representation that Materials or Services at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited.
Software, Services, Materials, tools, and technical data delivered by or to Progress Software may be subject to U.S. export controls or the trade laws of other countries. You and Progress Software agree to comply with all export control regulations and acknowledge that they have the responsibility to obtain such licenses to export, re-export or import as may be required. You and Progress Software agree not to export or re-export to entities on the most current U.S. export exclusion lists or to any country subject to U.S. embargo or terrorist controls as specified in the U.S. export laws. You and Progress Software will not use or provide Software, Services, Materials, tools, and technical data for nuclear, missile, or chemical biological weaponry end uses.
You agree to indemnify and hold Progress Software and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Submission, Your use of or connection to the Site (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another.
Jurisdiction and Venue
These Terms are to be governed and construed by the substantive law of the Commonwealth of Massachusetts. In the event of a dispute arising out of or relating to these terms and conditions, or your use of or access to this Site, litigation must be brought in state or federal court in the Commonwealth of Massachusetts.
The failure of Progress Software 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 Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding the foregoing, any Software downloaded from this site is governed separately by the Progress Software License Agreement.
Restricted Rights Legend
Any Software that is downloaded from this Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Program Product clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, or successor provision(s), as applicable. Manufacturer is Progress Software Corporation, 14 Oak Park, Bedford, Massachusetts, 01730.
"Progress Software Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Progress Software uses in connection with its products and services. You agree to comply with the Progress Trademark and Logo Usage Requirements. You may not remove or alter any Progress Software Trademarks, or co-brand your own products or material with Progress Software Trademarks, without Progress Software's prior written consent. You acknowledge Progress Software's rights in Progress Software Trademarks and agree that any use of Progress Software Trademarks by You shall inure to Progress Software's sole benefit. You agree not to incorporate any Progress Software Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
For a recent list of Progress Software Trademarks, go to Trademarks. The names of actual companies and products mentioned on the Site or in the Materials may be the trademarks of their respective owners.
Safe Harbor Statement
Except for the historical information and discussions contained herein, statements contained on this Site may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to the following: the receipt and shipment of new orders, the timely release of enhancements to the company's products, the growth rates of certain market segments, the positioning of the company's products in those market segments, variations in the demand for customer service and technical support, pricing pressures and the competitive environment in the software industry, business and consumer use of the Internet, and the company's ability to penetrate international markets and manage its international operations. The company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the company's business, please refer to the company's filings with the Securities and Exchange Commission.
For a description of the refund/return policy that may apply to your purchase of Software and/or Services, please review the specific terms and conditions contained in the applicable Progress Software License Agreement or other agreement you consented to be bound to in connection with the use of Software and/or Services.
Updated: April 23, 2012