UShareSoft Terms of Use

Welcome to the UShareSoft, SAS. (“UShareSoft”) web site. Please review the following terms and conditions concerning your use of this site, UShareSoft services and products. By using this site, including downloading materials, services and products; you agree to these terms and conditions. UShareSoft reserves the right to change these terms and conditions from time to time at its sole discretion. These terms and conditions apply to all visits to the UShareSoft Web site, both now and in the future. These terms represent the entire understanding relating to the use of the UShareSoft web site, services and products; and prevail over any prior or contemporaneous, conflicting or additional, communications.

Preface

UShareSoft UForge platform is an integration platform for creating software images, pre-integrated stacks and software appliances. UForge platform is available as an online service, also described as Software as a Service (SaaS). UForge combined with UShareSoft UForge Builder, a rich internet application, enables subscribers accepting this user agreement to connect and use UForge for creating, maintaining and sharing software images, software appliances or virtual appliances.

Plain use of the UShareSoft services combine use of UForge platform and UForge Builder. The Service is offered in several editions : Basic, Plus, Pro for individual subscriptions as well as UForge Enterprise Edition for enterprise collaboration and private multi-subscribers workspace.

1. Definitions

“Web site” means the usharesoft.com domain.

“Content” means all information, data, software and materials, regardless of format.

“Operating Systems” means all software program or set of programs that manages system resources and mediate access between physical devices (such as a keyboard, mouse, monitor, disk drive or network connection) and application programs (such as a word processor, World-Wide Web browser or electronic mail client).

“Software Components Repository” means selected list of ready to be integrated open source operating systems, middle-ware components and applications available to you to choose from.

“Software Tools” means the client application formally named “UForge Builder” and possibly any other software, provided by UShareSoft to access UForge platform.

“External Software” means all Operating Systems and software applications provided to you through the Software Components Repository.

“Software” means any and all Software Tools and External Software.

“Software Appliance” means a software application combined with just enough operating system (JeOS) for it to run on industry standard hardware (typically a server) or in a virtual machine.

“Software Stack” means a set of programs that work together to produce a result; for example, an operating system and its applications.

“Virtual Appliance” means a virtual machine image file consisting of a pre-configured operating system environment and applications, which is packaged in a virtual machine format as a virtual appliance, allowing it to be run within a virtual machine container.

“UForge Space” means a software database that is hosted on the web site into which you may, create your catalogue of Operating Systems and Projects based on Software Components Repository, create your own catalogue of Operating Systems and Projects that may include proprietary or open source projects that are not in UShareSoft’s catalogue, add and maintain projects to these catalogues, distribute, administrate and maintain these catalogues and their Content.

“Service” means the processes and functionality provided by the UForge platform, the Software Tools and the web site.

2. Registration Obligations

You must register for a membership in order to access the Service. When completing the registration form, you will provide true, accurate, and complete information, and maintain and promptly update this information. If you provide any information that is untrue, inaccurate, or incomplete, or UShareSoft has reasonable grounds to suspect that the information is untrue, inaccurate, or incomplete, UShareSoft has the right to suspend or terminate your membership and access to the Service.

You are responsible for obtaining access to the Service, which access may involve third party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to access the Service.

You will enter a password and login name during the registration process. You are responsible for maintaining the confidentiality of your password and login name, and are responsible for all activities that occur with your password and login name, including fees incurred and all purchases made by your membership on the Service. This means that, unless your password and login name, or credit card information is obtained unlawfully or fraudulently, you will be responsible for all fees incurred and purchases made by your membership. You will immediately notify UShareSoft of any unauthorized use of your membership or any other breach of security.

For more information on how UShareSoft uses your personal information, consult the privacy policy.

UShareSoft shall not be liable for any loss or damage arising from your failure to comply with this Section.

3. Rights Granted

UShareSoft grants to you the rights herein, provided that you accept, without modification, the terms and conditions set forth in this Agreement and that you are in compliance with the terms and conditions of this Agreement.

UShareSoft grants to you a personal, non-exclusive, world-wide and non-transferable right to use the UForge platform services in conjunction with the Software Tools, solely for the creation and maintenance of your Software Stack, Software Appliances or Virtual Appliances, subject to the terms and conditions of this Agreement. UShareSoft also grants to you the right to use the Software Components Repository and your UForge workspace, to upload your software, and to access Content on the web site in conjunction with the Services.

4. Content

You are responsible for all Content that you upload, post, email, transmit or store using the Services. You shall not upload, post, email, transmit or store Content or conduct or participate in any activities using the Services which, are likely to be prohibited by law in any applicable jurisdiction.

The purpose of the Services is to provide tools to assemble, build and share Software Appliance, Software Stack and Virtual Appliance. UShareSoft will not review Content, but UShareSoft reserves the right to refuse or delete any Content, of which it becomes aware, that it reasonably deems not to fulfill these purpose. In addition, UShareSoft shall have the right, in its sole discretion to refuse or delete any Content that it reasonably considers to violate the terms and conditions of this Agreement or be otherwise illegal.

5. Software

5.1. Software Tools

Software tools must be used in accordance with their respective license. You may not relicense, rent or lease the Software tools for third-party training or commercial time-sharing.

5.2. External Software

Any External Software that is made available to you to download from the web site is the copyrighted work of open source projects or third parties. Your use of External Software is governed by the terms of the end user license agreement which accompanies or is included with each External Software (“License Agreement”). You will not install any External Software that is accompanied by or includes a License Agreement, unless you first agree to the terms of the License Agreement.

EXTERNAL SOFTWARE ARE WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS OF THEIR RESPECTIVE LICENSE AGREEMENT AND USHARESOFT DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED REGARDING THIS EXTERNAL SOFTWARE.

6. Idea Submissions

You hereby assign to UShareSoft all right, title and interest to the ideas, process and enhancements you will propose to UShareSoft and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

7. Copyright and Trademarks

The Contents of the Services and Software Tools are protected by international copyright and trademark laws. The owner of the copyrights and trademarks is UShareSoft. Other Software and company names mentioned in the Services or External Software are the trademarks of their respective owners.

8. Changes to this Agreement

Except as otherwise provided in this Agreement, you agree that, during the term of this Agreement, UShareSoft may: (1) revise the terms and conditions of this Agreement; and/or (2) change the Service provided under this Agreement, in whole or in part, at any time.

Any such revision or change will be binding and effective 30 days after posting of the revised Agreement or change to the Service on our Web site; provided, however, that terms and conditions for new Service shall be effective immediately upon posting on our Web site and will be applicable to you when you use such new Service. Your continued use of any part of the Service shall constitute your acceptance of this Agreement as well as additional rules or policies that are or may be published by UShareSoft, each with the new modifications.

9. Prohibited Uses

You agree that you will not (i) license, sublicense, sell, resell, transfer, assign, distribute or make available to any third party the Service or the Software Tools; (ii) modify or make derivative works based upon Service or the Software Tools; (iii) reverse engineer or access the Service or the Software Tools in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or the Software Tools, or (c) copy any ideas, features, functions or graphics of the Service or the Software Tools (iv) violate any local or national law through or on the Service; (v) harass people through or on the Service; (vi) collect or store data about other people using the Service; (vii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service; (vii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service; (vii) and more generally use the Service in any manner other than as expressly authorized in this term of service.

UForge Subscriber licenses cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the Service.

10. Linking

The web site contains links to other web sites and resources and are provided for convenience only. UShareSoft has not reviewed the linked web sites and is not responsible for the content or availability of any linked web sites.

11. Term and Termination

This Agreement will be in effect from and after the date that you agree to all of the terms of this Agreement and will continue in effect until terminated as set out herein. This Agreement may be terminated by UShareSoft immediately upon provision of notice to you if you materially breach any of your covenants or obligations herein. You may terminate this Agreement at any time by providing written notice of such termination to UShareSoft at this address : cancellation [at] usharesoft [dot] com. Upon termination of this Agreement for any reason, you will immediately cease all further use of the Service and delete all copies of the Software Tools from all computers and storage devices then in the possession or control of you and any person for whom you are legally responsible.

12. Membership, Fees

UShareSoft will charge fees to access certain components of the Service. If you must pay a fee to access a component of the Service, this information will be posted by UShareSoft on the Service. You may use a credit card to pay these fees. When you use a credit card for payment, you represent to UShareSoft that you are the authorized card holder. For recurring fees, UShareSoft will charge your credit card each month. For one-time fees, UShareSoft will charge your credit card once. UShareSoft reserves the right to change its fees or billing methods. If any change is unacceptable to you, you may cancel your membership, but UShareSoft will not refund any fees that may have accrued to your membership before you cancel it. UShareSoft may also charge you for any sales or use taxes to which the Service is subject. UShareSoft reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

A UForge Service capacity in disk storage space, number of image creation and data transfer are provided to you at no additional charge is as specified on UShareSoft web site subscription services details for Basic, Plus and Pro. If the amount of disk storage, number of creation and data transfer required exceeds these limits, you will be charged the then-current additional service resources fees. UShareSoft reserves the right to modify its general practices and limits relating to the service for storage, number of image creation and data transfer.

13. Warranties

YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICE ARE AT YOUR OWN RISK. THE WEBSITE AND SERVICE ARE PROVIDED “AS-IS”; AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW USHARESOFT DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED REGARDING THE WEBSITE AND SERVICE (INCLUDING WITHOUT LIMITATION) THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, THEIR PERFORMANCE, THEIR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THEIR ACCURACY, COMPLETENESS OR OTHER CHARACTERISTICS, OR THE RESULTS OBTAINED BY USING THE SITE AND/OR THE SERVICE.

USHARESOFT DOES NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE OR SERVICES.SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEBSITE.

ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SOFTWARE TOOLS IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT OR MATERIAL.

EXTERNAL SOFTWARE, SOFTWARE APPLIANCE, SOFTWARE STACK, VIRTUAL APPLIANCE OR ANY INFORMATION, CREATED BY THIRD PARTIES THAT YOU MAY ACCESS OR DOWNLOAD ON THE WEBSITE OR THROUGH THE SOFTWARE TOOLS IS NOT OWNED OR ENDORSED BY USHARESOFT AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY.

14. Limitations of Liability

EXCEPT FOR DAMAGE RESULTING FROM USHARESOFT’S WILLFUL MISCONDUCT, THE LIABILITY OF USHARESOFT TO YOU OR ANY THIRD PARTY ARISING FROM THE LICENSE OR USE OF THE SERVICES OR THE SOFTWARE TOOLS, OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF THE RELATED LICENSE, AND SPECIFICALLY, IN NO EVENT WILL USHARESOFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

USHARESOFT’S LIABILITY HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY YOU FOR THE SPECIFIC CONTENT OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

15. Miscellaneous

Entirety. This Agreement constitutes the entire and only agreement between UShareSoft and You on the matters raised herein and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by UShareSoft and You.

Independent Contractor Relationship. UShareSoft and You are independent contractors and nothing contained in this Agreement will be construed to place us in the relationship of partners, principal and agent, employer/employee or joint venturers. Neither UShareSoft nor You will have the power nor right to bind or obligate the other one, and neither one of us will hold itself out as having such authority.

No Waiver. Failure of UShareSoft to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

Invalidity. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

Governing Law and Disputes. This Agreement has been made and shall be governed by and construed in accordance with the laws of France without regard to its conflict of laws rules. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be finally settled by the competent courts of Grenoble, France.