Terms of Use

Effective Date: ­November 3, 2010

The www.perceptivesoftware.com web site and any derivative or affiliated web site on which these Terms of Use are posted linked, includingwww.imagenow.com and www.incontextmag.com (the online magazine of Perceptive Software), are owned and operated by Perceptive Software, Inc., a Delaware corporation (“Perceptive Software”).  Perceptive Software has adopted these Terms of Use (“Terms of Use”) to make you aware of the terms and conditions of your use of the www.perceptivesoftware.com web site, any derivative web sites on which these Terms of Use are posted and any Content (defined below) or other products or services that are offered or provided via the aforementioned web sites (collectively, the “Web Site”).  In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, you represent and warrant that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use, and your acceptance of these Terms of Use shall constitute acceptance on behalf of such entity or person.  Additionally, please note that your use of certain features or Content on the Web Site may be subject to other written agreements between Perceptive Software and you and/or the entity you represent.  The terms of such other agreements (including, without limitation, master, end user and other license agreements) shall continue to govern your use and shall control to the extent they expressly conflict with these Terms of Use.  

Perceptive Software reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page.  You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Web Site following the posting of changes to these Terms of Use will constitute your acceptance of those changes going forward from the date of revision.  The most current version of these Terms of Use can be reviewed athttp://www.perceptivesoftware.com/company/terms-of-use.psi.  Amended dispute resolution provisions will not apply to any dispute of which the parties had actual notice as of the date of the change.

BY USING OR OTHERWISE ACCESSING THE WEB SITE, CREATING, REGISTERING OR ACCESSING AN ACCOUNT, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEB SITE, PURCHASING ANY PRODUCTS OR SERVICES VIA THE WEB SITE OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE.  IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE WEB SITE, CREATE, REGISTER OR ACCESS AN ACCOUNT, POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEB SITE OR PURCHASE ANY PRODUCTS OR SERVICES VIA THE WEB SITE. 

General Terms of Use and Restrictions on Use

Perceptive Software hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Web Site solely for your noncommercial, personal use or the internal business needs of the entity of which you are an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use.  Perceptive Software reserves all rights not otherwise expressly granted by these Terms of Use.  If you do not comply with the Terms of Use at any time, Perceptive Software reserves the right to revoke the aforementioned license(s), limit your access to the Web Site or restrict your ability to post or download Content or order products and services.  You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Web Site.  You may not obscure or remove any proprietary rights notices contained in or on the Content.  You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Web Site or any part thereof.

Perceptive Software may discontinue or alter any aspect of the Web Site, remove Content from the Web Site, restrict the time the Web Site is available or restrict the amount of use permitted at Perceptive Software’s sole discretion and without prior notice or liability.  You agree that Perceptive Software may, under certain circumstances and with or without cause, immediately suspend and/or terminate your access to the Web Site or any part thereof.  Cause for such measures shall include, without limitation: (a) breaches or violations by you of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Web Site; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities.  Perceptive Software may take such measures in its sole discretion and without liability to you or any third party. 

For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information. 

Perceptive Software Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Web Site, including, without limitation, Perceptive Software™, the Perceptive Software™ logo, ImageNow®, ImageNow Interact®, Interact®, Learnmode®, iOrganize®, and CaptureNow®, are the property of Perceptive Software and/or its licensors and may not be used without Perceptive Software’s prior written consent.  Trademarks owned by third parties are the property of those respective third parties.  The Web Site is the copyrighted property of Perceptive Software, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.  Any unauthorized use of any Content, whether owned by Perceptive Software or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.  You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Web Site or any part thereof or grant any other person or entity the right or access to do so.  

Accounts

For certain aspects of the Web Site, you may be asked to register an account.  In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process.  This account is personal to you, and you may not share it or allow any other person to utilize your account.  You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password.  You agree to immediately notify Perceptive Software in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security.  You also agree that you will provide truthful and accurate information during the registration process.  Perceptive Software may refuse to grant a particular username to you for any reason, including, without limitation, in the event Perceptive Software determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

Content

You acknowledge that the Web Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by Perceptive Software or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.  For the avoidance of doubt, references to Content shall include User Content.

The Content posted by users via the Web Site other than Feedback (defined below) (collectively, “User Content”) is the intellectual property of the specific users of the Web Site who post such User Content and their licensors, if any.  Perceptive Software does not claim any ownership rights in such User Content.  By posting User Content via the Web Site, however, you hereby grant to Perceptive Software a limited, transferable, nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content for purposes of operating the Web Site and for such other purposes as the User Content was disclosed.  Perceptive Software does not generally monitor or otherwise remove User Content after it is posted on the Web Site except under certain limited circumstances as required or permitted by law or otherwise in the sole discretion of Perceptive Software.  In the event you would like to request that Perceptive Software remove your User Content from the Web Site, please contact Perceptive Software at usercontent@perceptivesoftware.com.  Please note however, that if Perceptive Software agrees, in its sole discretion, to remove your User Content, such User Content may not be completely removed or may otherwise still be available to others in the following non-exclusive circumstances: (a) your User Content has been incorporated into derivative works or compilations created by Perceptive Software or other parties; (b) such User Content has been retained in Perceptive Software’s data backup systems or for archival purposes; or (c) to the extent such User Content has been downloaded by other persons and such persons retain your User Content.

Feedback

Perceptive Software welcomes your comments, feedback, information, or materials regarding the Web Site, Content or Perceptive Software’s products or services (collectively, “Feedback”).  If you submit Feedback to Perceptive Software, please note that your Feedback shall become the property of Perceptive Software.  By submitting your Feedback to Perceptive Software, you agree to assign, and hereby irrevocably assign to Perceptive Software, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis.  Perceptive Software shall be free to use your Feedback on an unrestricted basis.  You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback. 

Privacy

Perceptive Software collects, stores and uses data collected from you via the Web Site in accordance with its Privacy Policy, located athttp://www.perceptivesoftware.com/company/legal.psi.  The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Links

The Web Site may provide, or third parties may provide, links to other web sites or resources on the Internet.  Because Perceptive Software has no control over such web sites or resources, you acknowledge and agree that Perceptive Software is not responsible for the availability of such external web sites or resources, and Perceptive Software does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such web sites or resources or for any privacy or other practices of the third parties operating those web sites or resources.  You further acknowledge and agree that Perceptive Software shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Content, goods or services available on or through any such web site or resource.  Perceptive Software strongly encourages you to review any separate terms of use and privacy policies governing use of these third party web sites and resources.

Purchases

Purchase of products or services via the Web Site are subject to the Purchase Terms and Conditions located athttp://www.perceptivesoftware.com/company/purchase-terms.psi, in addition to these Terms of Use, any product or service-specific license or other agreements governing such products or services and any other master, end user or license agreements between Perceptive Software and you and/or the entity you represent.  The Purchase Terms and Conditions are hereby expressly incorporated into these Terms of Use.

User Representations

You hereby represent and warrant to Perceptive Software that: (a) you (i) have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21 years of age depending on the jurisdiction), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent, or (iv) otherwise have the power and authority to enter into and perform your obligations under these Terms of Use; (b) all information provided by you to Perceptive Software is truthful, accurate and complete; (c) you are an authorized signatory of the credit or debit card or other method of payment that you provide to Perceptive Software or its third-party payment processor to pay the purchase price and any applicable fees or taxes related to your purchases of products and/or services via the Web Site; (d) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Web Site, Content or any part thereof; (e) you have provided and will maintain accurate and complete registration information with Perceptive Software, including, without limitation, your legal name, email address and any other information Perceptive Software may reasonably require; (f) your access to and use of the Web Site or any part thereof and/or purchase and use of any products or services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (g) you will immediately notify Perceptive Software in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (h) you will not use the Web Site in order to gain competitive intelligence about Perceptive Software, the Web Site or any product or service offered by Perceptive Software via the Web Site or to otherwise compete with Perceptive Software or its affiliates; and (i) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use.

In the event that you post any User Content or provide any Feedback via the Web Site, you hereby make the following additional representations and warranties to Perceptive Software: (1) you are owner of such User Content or Feedback or otherwise have the right to grant Perceptive Software the licenses or assignments granted pursuant to these Terms of Use; (2) you have secured any and all consents necessary to post the User Content or Feedback and to grant the foregoing licenses or assignments; (3) the User Content or Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such User Content or Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any User Content or Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the User Content or Feedback is true and accurate.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Web Site or any part thereof or any Content that you may post or download via the Web Site, which includes, without limitation: (a) use of the Web Site to post, store or disseminate material or information that is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Web Site to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Web Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Web Site, to Content, to restricted portions of the Web Site or any other computer network or equipment; (d) use of the Web Site to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Web Site to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Web Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Web Site); (g) use of the Web Site to gain competitive intelligence about Perceptive Software, the Web Site or any product or service offered by Perceptive Software via the Web Site or to otherwise compete with Perceptive Software or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Web Site or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or (j) use of the Web Site to engage in any activity that, as determined by Perceptive Software, may violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimer

Perceptive Software uses reasonable efforts to maintain the Web Site, but Perceptive Software is not responsible for any defects or failures associated with the Web Site, any part thereof, any Content posted using the Web Site, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Web Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which Perceptive Software may undertake from time to time, or (c) causes beyond the control of Perceptive Software or which are not foreseeable by Perceptive Software.  

Perceptive Software does not control the User Content posted by its users, nor does it have any obligation to monitor such User Content for any purpose.  Despite the fact that it has no monitoring obligations, Perceptive Software reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use.  Because the User Content offered via the Web Site is provided by other users, and because Perceptive Software does not monitor or exercise control over the User Content, Perceptive Software does not make any warranties or representations regarding any of the User Content offered via the Web Site or the quality thereof.  Perceptive Software does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by its users or otherwise embodied in the Content.  You understand that by using the Web Site, you may be exposed to Content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable, and that in no way shall Perceptive Software be liable under any theory for such exposure.

Perceptive Software is not a backup service for storing User Content, and Perceptive Software shall have no liability regarding any loss of User Content.  You are solely responsible for creating backups of any User Content you post using the Web Site.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEB SITE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, PERCEPTIVE SOFTWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITATION, PERCEPTIVE SOFTWARE MAKES NO WARRANTY THAT THE WEB SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEB SITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS.  

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR SOLE 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 SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEB SITE OR ANY PRODUCT OR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. 

Release and Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PERCEPTIVE SOFTWARE AND ITS PARENT, SUBSIDIARY AND RELATED COMPANIES AND THEIR PERSONNEL SHALL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE THE FOREGOING PARTIES FROM, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEB SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED VIA THE WEB SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEB SITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEB SITE, ANY CONTENT OR THE PURCHASE OF PERCEPTIVE SOFTWARE’S PRODUCTS OR SERVICES.  IF YOU HAVE SUFFERED ANY OF THE ABOVE DESCRIBED DAMAGES OR LOSSES OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEB SITE AND TERMINATE THESE TERMS OF USE IN ACCORDANCE WITH THEIR TERMS.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL PERCEPTIVE SOFTWARE AND ITS PARENT, SUBSIDIARY AND RELATED COMPANIES AND THEIR PERSONNEL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEB SITE, PURCHASING ANY CONTENT OR PURCHASING PERCEPTIVE SOFTWARE’S PRODUCTS OR SERVICES OR ANY AMOUNT RETAINED BY PERCEPTIVE SOFTWARE FOR PROVIDING THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

Indemnification

You agree to defend, indemnify and hold harmless Perceptive Software, its parent, subsidiary and affiliated companies and their officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Web Site or any part thereof, (b) any User Content you post via the Web Site, (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Use, (d) infringement or misappropriation of any intellectual property or other rights of Perceptive Software or third parties by you, (e) any negligence or willful misconduct by you, (f) any other claim related to your performance under these Terms of Use, or (g) your use of any Content, services or products provided by Perceptive Software. 

Term and Termination

These Terms of Use are effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated.  You agree that Perceptive Software, in its sole discretion, may terminate your use of the Web Site or any part thereof at any time without notice, and remove and discard any Content, in the event you violate these Terms of Use or in the event your account has been inactive for an extended period of time in Perceptive Software’s discretion.  You agree that Perceptive Software may immediately suspend your account and your access to the Web Site or any part thereof without notice in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another’s intellectual property or other rights.  Perceptive Software may also, in its sole discretion and at any time, discontinue providing the Web Site, any part thereof, any Content or any products or services advertised on the Web Site, with or without notice.  In addition to any other method of termination or suspension provided for herein, Perceptive Software reserves the right to terminate these Terms of Use at any time and for any reason.  Further, you agree that Perceptive Software shall not be liable to you or any third-party for any termination or suspension of your access to the Web Site or any part thereof, removal of Content or sale of any products or services.  You may terminate these Terms of Use at any time by immediately discontinuing all access to the Web Site and by providing notice to Perceptive Software of such discontinuance.  Termination or cancellation of these Terms of Use shall not affect any right or relief to which Perceptive Software may be entitled at law or in equity.  Upon termination of these Terms of Use, you shall terminate all use of the Web Site and any Content, products or services provided thereon.  

Governing Law and Other Miscellaneous Terms

The validity and effect of these Terms of Use shall be governed by, construed and enforced in accordance with the laws of the state of Kansas, without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEB SITE, ITS USE, THESE TERMS OF USE, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF PERCEPTIVE SOFTWARE, MUST BE BROUGHT EXCLUSIVELY IN A COURT LOCATED IN OR EXERCISING JURISDICTION OVER JOHNSON COUNTY, KANSAS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING.  YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.  The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Use.

The parties agree that breach of the provisions of these Terms of Use would cause irreparable harm and significant injury to Perceptive Software which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that Perceptive Software has the right to enforce the provisions of these Terms of Use by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Perceptive Software may have for your breach of these Terms of Use.  If any action at law or in equity is necessary to enforce these Terms of Use, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.  The captions and headings of these Terms of Use are included for ease of reference only and will be disregarded in interpreting and construing these Terms of Use. 

If the performance of any part of these Terms of Use by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. 

These Terms of Use, including any other product or service-specific license agreements, any other master, end user or license agreements between Perceptive Software and you and/or the entity you represent and any additional terms referenced or incorporated herein, constitute the complete and exclusive statement of the agreement between the parties with respect to the Web Site, Content and products and services offered via the Web Site, and, unless otherwise expressly provided herein, they supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Web Site, Content and products and services sold via the Web Site.  If any provision of these Terms of Use is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce these Terms of Use.  The provisions of these Terms of Use that by their content are intended to survive the expiration or termination of these Terms of Use, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation, will survive the expiration or termination of these Terms of Use for their full statutory period.

Perceptive Software makes no representation that the Web Site, Content or other material or information on the Web Site is appropriate to or available in locations outside of the United States.  You may not use the Web Site or export Content in violation of United States export laws, regulations or restrictions.  If you access the Web Site from outside of the United States, you are responsible for compliance with all applicable laws. 

Copyright and Copyright Notices

Perceptive Software respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied on the Web Site in a way that constitutes copyright infringement, please provide Perceptive Software’s Copyright Agent the following information:

  • an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Web Site sufficient to allow us to locate the allegedly infringing material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact Perceptive Software’s Copyright Agent for Notice of Claims of copyright infringement at: copyright@perceptivesoftware.com.  Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the Digital Millennium Copyright Act notice.

Counter-Notice.  If you believe that the User Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the User Content, you may send a counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and
  • your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the District of Kansas and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Perceptive Software may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the person providing such User Content, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Perceptive Software’s sole discretion. 

How to Contact Perceptive Software

If you have any comments or questions, please do not hesitate to contact Perceptive Software at 1-800-PERCEPTIVE SOFTWARE (539-6275).