Fugent Terms of Use - Updated 8-17-2021 – Fugent

Fugent Terms of Use

Last reviewed: 8/16/2021Last updated: 8/16/2021

This Terms of Use document (the “Terms”) governs the use of the Fugent websites and services technology. “You” refers to any person or entity which accesses or uses our Services. This page states the terms under which you may use the Fugent services. If you do not wish to be bound by this agreement, you may not access or use the services.

We may modify this Agreement at any time, and such modification shall be effective 30 days after either posting of the modified Terms or notice to you. You agree to review this Agreement periodically to ensure that you are aware of any modifications. Your continued access or use of the services after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms.

We agree to notify our Licensed Users of modifications we regard as material by electronic mail sent to the email address you provide us during signup.

Use of the Services

You are not permitted to reverse engineer, decompile, or otherwise copy or modify the Company Intellectual Property.

You will comply with all export control laws and regulations applicable to your use of the services.
You are solely responsible for all User Generated Content (defined below), including its legality, reliability, accuracy and appropriateness
You will not use the Services to send unsolicited mass mailings outside Licensed User company or organizations.
You will not impersonate or attempt to impersonate a Licensed User company, organization, or individual, nor the Company or any Company employee, (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
You will not use the services to communicate any message or material that is harassing, libelous, threatening, obscene, would violate the intellectual property rights of either party or is otherwise unlawful, would give rise to civil liability, or would constitute conduct that could constitute a criminal offense. Company may, in its sole discretion, delete any such communications of which Company becomes aware, upon notice to you together with an opportunity to cure.
Other than using the Services for conferences or meetings in which you are a Licensed User and an active participant, you may not resell, distribute, make any commercial use

of, use on a timeshare or service bureau basis, or use to operate a web-site or otherwise generate income from the Services.

Additionally, you agree not to:

● Engage in any other conduct that restricts or inhibits anyone’s use of our Services, or

which, as determined by us, may harm the Company or our users or expose them to

liability.
● Use the services in any manner that could disable, overburden, damage, or impair the

site or interfere with any other party’s use of the service, including their ability to engage

in real time activities through the service.
● Use any robot, spider or other automatic device, process or means to access the

services for any purpose, including monitoring or copying any of the material available

through the services. Engage in any ‘hacking’ activity with our services.
● Use any manual process to monitor or copy any service materials or for any other

unauthorized purpose without our prior written consent.
● Use any device, software or routine that interferes with the proper working of the

services.
● Introduce any viruses, Trojan horses, worms, logic bombs or other material which is

malicious or technologically harmful.
● Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of

the services, the servers on which the services are stored, or any server, computer or

database connected to the services.
● Attack the services via a denial-of-service attack or a distributed denial-of-service attack.
● Otherwise attempt to interfere with the proper working of the Services.

The Company reserves the right, at its sole discretion, to suspend or terminate your ability to use or access the services at any time without notice to you. We have the right to:

● Disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
● Take any action with respect to any User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Generated Content violates the Terms of Use or infringes any intellectual property right or other right of any person or entity, or threatens the personal safety of users of the Services or the public or could create liability for the Company.

However, we do not and cannot review all material before it is submitted to our services. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information

of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICES PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Account Security.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to it or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you log off from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Intellectual Property Rights.

Company Intellectual Property means all proprietary technology, including trademarks, copyrights, patents, applications for any of the foregoing, hardware and
software designs, algorithms, software (whether in source or object forms), web site interface and related designs and documentation (both printed and electronic), know-how, trade secrets and related rights throughout the world owned by Company or to which Company has rights under a license, including any derivative, improvement, update, enhancement or extension of such rights. Company or its licensors retain all ownership and property rights to the Intellectual Property. Except for the license(s) granted to Licensed Users in a customer Agreement, you shall have no right, title or interest in Company Intellectual Property. All rights to the Licensed not expressly granted herein are reserved to Company.

User Generated Content

User Generated Content (UGC) is the term used to describe any form of content such as video, blogs, discussion form posts, digital images, audio files, music, software, designs, typefaces, graphics, HTML, and any other forms of media that was created by consumers or end-users of an online system or service and is publically available to others consumers and end-users.

You represent and warrant that:

● You own or have a right to use and post the UGC on the Services app.
● All of your UGC does and will comply with the Terms of Use.

● Except as expressly indicated otherwise, we are not promoters or sponsors or otherwise affiliated with the providers of any goods or services that may be contained in any UGC.

User Generated Content must not:

● Contain any material which is defamatory, obscene, indecent, abusive, offensive,

harassing, violent, hateful, inflammatory, or otherwise objectionable.
● Promote inappropriate sexually explicit or pornographic material, or violence, or promote

discrimination based on race, sex, religion, nationality, disability, sexual orientation, or

age.
● Infringe any patent, trademark, trade secret, copyright, or other intellectual property or

other rights of any other person or entity.
● Violate the legal rights (including the rights of publicity and privacy) of others or contain

any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
● Be likely to deceive any person.
● Promote any illegal activity, or advocate, promote, or assist any unlawful act.
● Impersonate any person, or misrepresent your identity or affiliation with any person or

organization.
● Give the impression that they emanate from or are endorsed by us or any other person

or entity, if this is not the case.

When you upload, submit, store, send or receive content to or through our services, it will be encrypted. Your information will be kept private in accordance with our Privacy Policy.

The placement or presence of your UGC on data storage systems owned by the Company, or in our control, is not intended to, and does not constitute, a transfer of title or ownership in UGC . We will store UGC solely on servers or data storage devices physically present in the United States of America, unless you otherwise agree in writing. While we have the right to edit UGC, we will do so only as is reasonably necessary for providing the services. Unless otherwise agreed, we are not responsible for backing up files and UGC received by you.

Fees and Payment.

Our fee schedule is as set forth in our statements of work, detailed summaries, or invoices we send to you. Such documents or pages set forth the fees you will incur through use of the services. You are responsible for all services incurred, purchases made, applicable taxes, plus USF charges and fees incurred for phone calls and audio conferences.

The Company may collect your or your company’s credit card number and/or other payment information submitted to us for billing. You authorize us to charge the applicable account for use of the services. We will not share your billing information with anyone unless your account is in default and becomes eligible to be handled by a collection agency. Our payment terms are 30

days from the date of invoice, unless otherwise specified in a written agreement between us and you. We have the right to impose a late payment fee of our choosing on any outstanding payment after the due date.

Service Levels

Unless otherwise stated in a customer agreement, Company expressly disclaims any warranty that the services or your use of the internet or the telecommunications system in connection with these services will be free of interruption or that the services are free of viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Neither Company, nor any of its affiliates, directors, officers, employees, agents, or any third-party vendors will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the services, or resulting from the act or omission of any other party involved in making the Services or the data contained therein available to you, or from any other cause relating to your access to or your inability to access or use the services, whether or not the circumstances giving rise to such cause may have been within the control of Company or of any vendor providing software or services support.

In no event shall Fugent destroy any Licensed User data without the Licensed User’s prior written consent. Any destruction of data required shall be in accordance with current Department of Defense (DoD) standards, in a manner such that the data cannot be read, restored or retrieved.

Warranty Disclaimer.

Our services are provided ‘as is’ and ‘as available.’ Fugent disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the Services and any products contained on or made available through the services.

Waiver, Release and Limitation of Liability.

YOU AGREE THAT NEITHER COMPANY, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, ORAGENTS,SHALLHAVEANYLIABILITYTOYOUUNDERANY THEORYOFLIABILITY OR INDEMNITY ARISING OUT OF OR RELATING TO USE OF THE SERVICES. YOU HEREBYRELEASEANDFOREVERWAIVEANYANDALLCLAIMS YOUMAYHAVE AGAINST COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) FOR ANY AND ALL DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES YOU SUSTAIN ARISING OUT OF OR RELATING TO USE OF THE SYSTEM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF DATA OR PROGRAMS, LOST PROFITS, BUSINESS INTERRUPTION, INDEMNIFICATION OF THIRD

PARTIES, AND THE LIKE, EVEN IF COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT OR TORT.

Survivability of Limitation of Liability.

Notwithstanding the foregoing paragraph, because some jurisdictions do not allow the exclusion or limitation of liability to the full extent described above, these limitations may not apply to you. If this limitation of liability or exclusion of warranty is held to be invalid or unenforceable for any reason, the maximum collective liability of Company, its officers, directors, employees, and agents, if any, for losses or damages shall be limited to the fullest extent permitted by law and, if so permitted, not to exceed five hundred United States dollars (U.S. $500.00). All other damages, direct or indirect, special, incidental, consequential or punitive arising out of or relating to use of the Services are hereby excluded even if Company, its officers, directors, employees, or agents have been advised of the possibility of such damages.

Your Representations.

Our Services are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If you are under the age of 13, the written consent of the legal parent or guardian is required to participate in use of the Service.

Miscellaneous.

You agree that no employment exists between you and Company as a result of these Terms or your use of the services.

Any cause of action or claim you may have with respect to Company must be commenced within one (1) year after the claim or cause of action arises. Company’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

Governing Law and Forum.

The Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its provisions relating to conflicts of law. You agree that any legal action or proceeding between Company and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a state or federal court sitting in, or with jurisdiction over, Fairfield County, Connecticut, United States of America. In light of the nature of the Terms, you understand and agree that money damages may be insufficient to

rectify breach and that consequently; Company will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by you.

You and we agree that any dispute, claim or controversy coming out of and or in relation to these Terms of Use or the breach, termination, or enforcement of these Terms of Use will be settled by first contacting us for informal resolution within a period of thirty (30) days. Such contact and informal negotiation shall start upon our receiving written notice. Your address for notices of informal negotiation is your billing address as well as contact by the email provided in making your account.

Severability.

The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.

Contacting Us.

To contact us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact us at info@fugent.com

Fugent Inc.,
P.O. Box 4689, Greenwich, CT 06831 +1 203 618 1811

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