The following terms apply to our open-source offering, On-Demand Cloud platform, and Enterprise Cloud platform. Please read carefully and ensure you agree before using our product or services.
BEFORE YOU USE OR BROWSE THROUGH THIS WEBSITE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING “I ACCEPT” OR BY USING THE WEBSITE IN ANY MANNER, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE OUR SERVICES. WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO YOUR USE OF THE WEBSITE AFTER THE DATE OF SUCH CHANGE.
ANY USE OF PRODUCTS OR SERVICES MAY ALSO BE GOVERNED UNDER AN OPEN SOURCE LICENSE AGREEMENT AND THESE TERMS OR NOT INTENDED TO SUBVERT OR CONTRADICT ANY PROVISIONS CONTAINED THEREIN.
We further reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Materials and/or Services (or any part thereof) with or without notice. You agree that, unless we have agreed otherwise in writing, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Materials and/or Services (or any part thereof).
All program content, information, materials, files, communications, documents, text, videos and images are referred to collectively as “Content.” “Our Content” or “Company Content” means all materials provided by us. The terms and conditions expressed in this agreement apply to all users and visitors of this Site and the App, and we may refer to all Site and App users as “you” or “your/s” in this Agreement.
The Company may, at its sole discretion, require Users to create accounts in order to access or to make use of the Site, App, Materials and/or Services and in that event you will need to register and create a user account (an “Account”). Should User Accounts be required, you also agree:
By using the Site or App, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site or App on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Sites and to any such Organization.
The Sites are controlled or operated (or both) from the United States and are not intended to subject the Company to any non-U.S. jurisdiction or law. The Site or App may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site or App is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Site or App’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
In addition to the Materials and Services offered by us, this Site and the App may also make available materials, links, information, products and/or services provided by Related Entities (collectively, the “Related Entity Products and Services”). The Related Entity Products and Services may be governed by separate agreements that accompany such products or services. We offer no guarantees and assume no responsibility or liability of any type with respect to the Related Entity Products and Services. You agree that you will not hold us responsible or liable with respect to Related Entity Products and Services or seek to do so, even if we recommended a particular Product or Service. You further understand and agree that all dealings with a Third Party accessed through the Site or App is at your own risk. We are not a party to any transactions between you and any other Entity accessible through the Site or App.
Only where expressly indicated on this Site and App may the User download our Content and in such circumstances where permitted, it will be subject to the following conditions:
The rights specified above to view, use and download Content available on this Site and App are not applicable to the design or layout of this Site and the App. Elements of this Site and the App are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
The trademarks, logos, and service marks, including the “MONOSPACE” and “DIRECTUS” trademarks, (the “Marks”) displayed on this Site and the App are the property of the Company. You are not permitted to use the Marks without the prior written consent of the Company or such third party that may own the Marks.
You understand and agree that by purchasing any Services, Programs, Courses or other Materials through the Site or App, the Company will charge your provided credit card for the amount of the Program. By purchasing any Materials you expressly authorize us and our partners and affiliates to charge your credit card in accordance with your order and in accordance with this Agreement, our Master Service Agreement, Partner Agreement and/or any other applicable policies on our Site or on the App.
The Site and App include functionality to enable you to upload content and other information, and may also enable you to submit comments and materials through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such information, comments, and materials are “Submitted Materials”). For clarity, you retain ownership of your Submitted Materials. You hereby grant Company a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Sites or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Sites, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Company may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Sites. We may disclose information regarding your access to and use of the Site or App, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR MATERIALS OBTAINED OR ACCESSIBLE BY YOU THROUGH THE SITE OR SOFTWARE APPLICATIONS WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS OBTAINED THROUGH THE SITE OR APP, OR ANY DEFECTS IN THE SITE OR APP, ITS SERVICES OR MATERIALS, WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Company or others.
YOU AGREE MONOSPACE, INC. /DBA/ DIRECTUS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR APP OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY MALWARE OR ANY VIRUS, WORM, HACK, OR MALICIOUS SOFTWARE THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR APP IS TO STOP USING THE SITE OR APP. YOU AGREE THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE $100.00 USD.
YOU FURTHER UNDERSTAND AND AGREE THAT PROGRAMS, MATERIALS OR SERVICES ACQUIRED THROUGH THE SITE/APP MAY FROM TIME TO TIME BE PROVIDED TO YOU BY THIRD PARTY INDEPENDENT CONTRACTORS. WE DO NOT HAVE LEGAL CONTROL OVER THESE INDIVIDUALS AND THEY ARE NOT OUR EMPLOYEES.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
In connection with our Site or App, you agree NOT to:
Unless otherwise agreed to through written terms of service, Company may terminate or suspend your access to the Site or App at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, (a) your right to access and use the Site or App will immediately cease; (b) Company may immediately deactivate or delete your user name, password and account; (c) Company will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in Company’s sole discretion; and (d) except for the license granted to you to access and use the Site or App, the remaining provisions of these Terms will survive and continue in effect.
This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. You agree that any dispute, claim or controversy arising out of or relating to your use of the Site or Services, these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be settled by binding arbitration between you and Company, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. This “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitration proceedings shall take place in the State of Delaware.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or App infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe, in good faith, that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Us a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to:
Copyright Agent at Monospace, Inc./DBA/ Directus, Attn: Copyright Agent, 149 Cleveland Road, New Haven, CT, 06515; Email: firstname.lastname@example.org Phone: (224) 444-9666
WE SUGGEST THAT YOU CONSULT YOUR LEGAL ADVISOR BEFORE FILING A DMCA NOTICE OR COUNTER-NOTICE.
These Terms do not, and will not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.
If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.
No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.
Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.
Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.”
These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and MONOSPACE, INC. /DBA/ Directus relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Us relating to such subject matter. You understand that if you subscribe to any of our services such as our On-Demand or Enterprise Cloud Computing Services our service agreement for these services will govern.
Notices to you (including notices of changes to these Terms) may be made via posting to the Site or App or by e-mail (including in each case via links), or by regular mail and by using the contact information noted directly below in Section 19. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Mailing Address: MONOSPACE INC. /DBA/ Directus, Attn: 149 Cleveland Road, New Haven, CT, 06515; Email: email@example.com Phone: (224) 444-9666
Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.