NDConnect Terms of Use

(Consisting of the ND Forum, Marketplace, and Idea Bank)

Introduction

These terms of use ("Terms") govern your use of this website and NDConnect, an online directory of on-demand applications complementary to the NetDocuments Service, together with its associated community of customers, developers, partners and users.  As used in these Terms, the term "NDConnect" will also refer to its underlying technology platform.  Among other things, NDConnect allows you to post, test drive, review, share ideas and install on-demand applications that integrate with the NetDocuments platform.

These Terms are not intended to answer every question or address every issue raised by the use of NDConnect, and NetDocuments reserves the right to modify them at any time, effective upon the posting of modified Terms. You are encouraged to review these Terms from time to time to keep apprised of any changes, and you agree to abide by these Terms as they may be modified.  Any violation of these Terms may result in the suspension or termination of your ability to use NDConnect or otherwise participate in the NDConnect community.

Some of these terms govern the behavior of users of applications posted on NDConnect, some govern the behavior of creators of NDConnect applications, some govern the behavior of reviewers of NDConnect applications, and some are applicable to all.  We urge you to read these Terms in their entirety to gain a more complete understanding of the details of the use policies, limitations and risks. 

 Posting of Applications

You are encouraged to submit on-demand applications to NetDocuments for review and possible posting on NDConnect.  Details regarding how to submit applications for review can be found in the FAQ.  NetDocuments reserves the right, in its sole discretion and for any reason at any time, to refuse to post, or to suspend or remove, any application on NDConnect.

As used in this section entitled "Posting of Applications," "you" or "your" shall include the company or other entity with which you are employed or otherwise affiliated, to the extent such entity owns or otherwise has rights in the application you are submitting for posting.  You represent that you are authorized by your company to submit your application for posting.

Applications may be offered for free or for a fee, and pursuant to a vendor’s license agreement.

In consideration for NetDocuments permitting you to post your application on NDConnect (whether the application is offered for free or for a fee), you agree to the following:

1.               You represent and warrant that you own or otherwise possess all intellectual property and other rights necessary to allow you to post your application on, and distribute it through, NDConnect and to permit others to install and use your application.

2.               You waive any intellectual property or other claims you may have now or in the future against NetDocuments relating to the operation of  NDConnect (excluding claims relating to the content of individual applications), the offering by NetDocuments of other parties' applications on NDConnect, and the hosting by NetDocuments of user reviews.

3.               To the extent you possess now or in the future any copyright, patent or other intellectual property rights that may be infringed by the operation of NDConnect itself (excluding the content of individual applications), you hereby grant to NetDocuments a nonexclusive, worldwide, irrevocable, perpetual, transferable (only to a successor of NetDocuments by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free license to all such rights with respect to the operation of NDConnect as it may be modified from time to time.

4.                You acknowledge that NetDocuments and/or other parties may develop and post applications on NDConnect that are similar to or otherwise compete with your application, and you agree not to make any copyright infringement claims against NetDocuments related to its development and offering of such applications on NDConnect, so long as they are developed independently of your application.  In addition, you and NetDocuments are free to use for any purpose residuals (meaning information retained in human memory without intentional memorization) resulting from access to each other's applications through NDConnect (excluding any access requiring a monetary payment).

5.               You acknowledge that the "Test Drive" (or similarly functional) feature of NDConnect is designed to expose some or all of the functionality of your application to users at no charge and that as a result it may be possible for such users to then develop an application on their own that replicates most or all of your application's functionality.

6.               To the extent your application transmits user data outside the NetDocuments system, you represent and warrant that you have notified all users of your application, or will notify them prior to their use of your application, that their data will be transmitted outside the NetDocuments system and to that extent NetDocuments is not responsible for the privacy, security or integrity of that data.  You further represent and warrant that to the extent your application stores, processes or transmits User Data, neither you nor your application will, without appropriate prior user consent or except to the extent required by applicable law, (A) modify the content of User Data in a manner that adversely affects the integrity of that data; (B) disclose User Data to any third party; or (C) use User Data for any purpose other than providing application functionality to users of your application.  You shall also maintain and handle all user data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations.

Installation and Use of Applications

NDConnect allows you to test drive and install applications as desired.  Your use of such applications will be governed by license terms you must click-accept during the installation process.  Please read the license terms carefully before accepting.  Questions about the license terms of a provider other than NetDocuments should be addressed to the provider directly.

** Please note that use of third-party applications may involve the exchange of data between NetDocuments' service and those of third parties and may result in the modification or deletion of your data by such third parties or their applications.  NetDocuments is not responsible for your data outside of NetDocuments' systems or for modifications or deletions of your data made by third parties or their applications.  If you have questions or concerns about the processing or handling of your data by third-party application providers, please contact those providers directly.

Ideas, Reviews and Discussions

NDConnect allows you to post ideas and reviews of applications you have used.  In order for reviews to be useful to other users, they must be made in good faith after reasonable evaluation of the full application.  Civil and constructive dialogue is expected from everyone involved in forum discussions, ideas and reviews. Accordingly:

•       You may post only one review per application, unless the subsequent review reflects a good faith rating change based on further evaluation. You may, however, post as many ideas as you wish as long as they are relevant with the best interests of enhancing the NetDocuments service and its customer base at large.

•         If you post a review of your own application, you must disclose your affiliation.

•         If you post a review of a competitor's application, you must disclose your affiliation.

NetDocuments reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or idea on NDConnect.

Content unrelated to a review of the relevant application – for example, discussing the employees, business or stock of NetDocuments or other companies, or unrelated products or services – is prohibited.  In addition, reviews, discussions, or ideas may not contain content that:

is inconsistent with the permissible uses contemplated by these Terms; 

is harmful, threatening, abusive, insulting, harassing, defamatory, libelous, profane, sexually explicit, obscene, or otherwise offensive or objectionable; 

is false, fraudulent or misleading; 

violates applicable law, including any privacy, intellectual property or other rights of a third party, or suggests or encourages unlawful activity; 

constitutes advertising or any other form of commercial solicitation; or 

impersonates any other person or entity, including a NetDocuments employee. 

Posting of hypertext links to third-party sites is discouraged, unless relevant to the review or idea (for example, a link to a publication containing a review of the relevant application).

NetDocuments does not claim ownership of the content of reviews, discussions or ideas you post on NDConnect.  However, with respect to all such content, you hereby grant NetDocuments a nonexclusive, worldwide, irrevocable, perpetual, transferable (only to a successor of NetDocuments by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display such content (in whole or in part) and to incorporate such content into other works in any format or medium now known or later developed and to permit others to do so.

Trademarks

NetDocuments, NetVoyage and other marks of NetVoyage Corporation used on the NDConnect site are owned by NetVoyage Corporation and may not be used in any manner without NetVoyage Corporation's express prior written consent.

Enforcement

NetDocuments generally does not pre-screen, verify, edit or moderate the content of reviews posted by users in NDConnect but may do so from time to time in its sole discretion.  NetDocuments and its agents reserve the right to investigate any violation of these Terms and to take appropriate remedial action.  NetDocuments has absolute discretion to enforce these Terms, including, but not limited to, warning users of violations, disabling or suspending privileges and/or access, deleting, screening or editing any content, or prohibiting any behavior that does not comply with these Terms, or which is otherwise inappropriate, harmful, objectionable or inaccurate.

NetDocuments may release information concerning your use of NDConnect (including posted content, registration information, and network records) when it believes release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply these Terms; to protect NetDocuments' rights or property; to protect against fraudulent, abusive or unlawful use of the NDConnect; or if NetDocuments reasonably believes that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure.

Deliberate attempts by you or someone on your behalf to evade or circumvent the suspension or termination of your rights to use NDConnect violates these Terms, constitutes an unlawful trespass to NetDocuments' equipment and systems, and may result in legal action.

To report violations of these Terms, please email  legal@netdocuments.com with appropriate details, including your contact information.

Disclaimer of Warranties; Limitation of Liability

Many of the applications and much of the content posted on NDConnect are provided by third parties like you.  Such third-party content is the sole responsibility of the originator of that content.  NetDocuments is not responsible for any third-party content, whether or not it reviewed or moderated such content.  You agree to indemnify and hold NetDocuments and its subsidiaries, affiliates, officers, agents, and employees harmless from any claim, including reasonable attorney fees, made by any third party arising out of applications or content you submit to or post on NDConnect, your use of NDConnect, your violation of these Terms, or your violation of any rights of a third party.

You agree that you bear all risks associated with using or relying upon applications and content on NDConnect.  NetDocuments does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any applications or content on NDConnect, regardless of who originated that content (including NetDocuments employees, partners, affiliates or moderators), and hereby disclaims all express and implied warranties, including any implied warranties of merchantability or fitness for a particular purpose, relating to such applications or content.  NetDocuments shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon any applications or content on NDConnect.

General

These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and NetDocuments.  There are no third-party beneficiaries to these Terms.  You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without NetDocuments' prior written consent.  These Terms will be governed exclusively by the internal laws of the State of California.  The courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms.  You and NetDocuments both consent to the exclusive jurisdiction of such courts.  These Terms constitute the entire agreement between you and NetDocuments, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Questions and Comments

If you have questions or comments about these Terms or NDConnect in general, please refer to the FAQ or contact NetDocuments via the "Contact" link on the home page.

Copyright 2009 NetVoyage Corporation.  All rights reserved.  Effective January 2009.