- Submitting Content. Certain features of the MDS allow you to contribute your own content, materials, and information for access, use, viewing, and commentary by other users to the MDS, including your metadata and metadata statements (collectively, “Content”). When you submit or upload Content to the MDS, you retain ownership of any copyright you may have in or to such Content. You grant FIDO and all users of the MDS a royalty-free, non-exclusive, perpetual, irrevocable (except as expressly set forth in this Agreement), worldwide, sublicensable license to the Content for the purpose of making the Content available through the MDS and for using the Content as provided to the MDS for the purposes of authentication according to a FIDO Specification. You grant to FIDO the right to use and display your trademarks, service marks, logos, documentation and other materials in connection with identifying you and Content as described herein and as otherwise reasonably necessary, in accordance with the terms and conditions of this Agreement. You agree not to (a) transmit any worms or viruses, spyware, malware, or any other harmful or destructive code or (b) provide any Content that knowingly infringes a patent, trademark, trade secret, copyright or other proprietary rights of another person or entity or that violates any rights of privacy or publicity, or that defame or libel any person or entity, or provide any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
- Content License. Subject to the provisions of these Terms, FIDO and the applicable Content provider grants you a limited, royalty-free, non-exclusive, nontransferable, nonsublicenseable license to access and use the Content solely for the purposes of authentication according to FIDO Specifications. You shall be responsible, at your sole expense, for procuring, operating, and maintaining the hardware, systems software, telecommunications applications and providers, and other items necessary or appropriate to enable you to exercise your rights and licenses hereunder.
- With the exception of the Content, the MDS and all methodology, user interfaces, trademarks, logos, content, and computer code therein (collectively, the “FIDO Materials”), including the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the MDS is owned by FIDO and is protected by trade dress, trade secret, copyright, and trademark laws, and other intellectual property rights. Except as expressly provided in this Agreement, the MDS may not be used, copied, reproduced, modified, republished, disassembled, reverse engineered, uploaded, or distributed in any way for any purpose without FIDO’s express prior written consent. For avoidance of doubt, FIDO, the FIDO logo, and other FIDO logos and names are trademarks of FIDO. You agree not to display or use these trademarks in any manner without the prior, written consent of FIDO, as specified for example in the FIDO Alliance Specification Trademark License Agreement. Additionally, unless otherwise authorized, you shall not, and shall cause their affiliates, agents, employees and contractors not to, use or disclose to any third party any transaction information or other data or information regarding any other users of the MDS, which is obtained through the MDS or disclosed to you by FIDO in connection with a transaction made via the MDS, for any purpose except as necessary to complete transactions made through the MDS and otherwise fulfill their obligations under this Agreement.
- Unauthorized Activities. You agree that you will not use the MDS or any of the Content for (a) any illegal or unauthorized purposes that violate any local, national, or international laws; (b) any resale or other commercial purpose; (c) modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any of the FIDO Materials, unless otherwise authorized by FIDO in a separate written agreement; (d) attempting to gain unauthorized access to FIDO’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the MDS or any services provided through the MDS; (e) removing, circumventing, disabling, damaging or otherwise interfering in any way with any security-related features of the MDS aimed at preventing or restricting the unauthorized use of the MDS or any of the FIDO Materials or Content; and (f) any downloading or copying of the FIDO Materials or Content for any reason other than the uses permitted hereunder, or any use of data mining, robots or similar data gathering and extraction tools. Any other use of the MDS or FIDO Materials, including but not limited to the aforementioned unauthorized uses, without prior written permission of FIDO is strictly prohibited. You acknowledge and agree that the unauthorized use of the MDS or the FIDO Materials could cause irreparable harm to FIDO and that in the event of such unauthorized use, FIDO shall be entitled to an injunction in addition to any other remedies available at law or in equity.
- Third Party Links and Content. The MDS may also contain links or APIs to other websites or advertisements for or placed by third parties, as well as websites that enable you to purchase products and services. Your use of any third party’s website, services, or content is entirely at your own risk, and subject to the terms and conditions of such third party. It is solely your obligation to review and understand the practices and policies of these third parties. FIDO does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised by third parties or the transactions you conduct or enter into with third parties. FIDO does not endorse any product, service, or treatment provided on a third party website or advertised or provided on the MDS.
- The MDS, Content and the FIDO Materials are for informational purposes only. Without limiting anything else in these Terms or otherwise, FIDO is not responsible for any errors or omissions in the MDS, Content or FIDO Materials. FIDO, its subsidiaries, and affiliates, are not responsible for and do not guarantee the accuracy or completeness of any FIDO Materials, Content, products, data, services, links, advertisements or other items contained within the MDS. FIDO reserves the right to immediately remove any FIDO Materials or Content for any reason, or for no reason. FIDO cannot and does not review all Content, communications, products, or services made available on or through the MDS, but, although not obligated to, may review, verify, make changes to or remove any Content, FIDO Materials, the MDS or the products or services made available in connection with the MDS, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of FIDO Materials, MDS or Content and that you may not rely on such FIDO Materials or Content.
THE MDS, THE FIDO MATERIALS, CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE MDS ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE MDS IS ENTIRELY AT YOUR OWN RISK. FIDO AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE MDS, THE CONTENT, THE FIDO MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE MDS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL CONTENT, THE MDS, THE FIDO MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE MDS, IS WITH YOU.
- Limitation of Liability. FIDO AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE MDS, THE CONTENT, THE FIDO MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE MDS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR FIDO HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF FIDO AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE MDS, CONTENT, THE FIDO MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE MDS, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED TEN DOLLARS ($10). SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF FIDO AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the MDS or with any of these Terms, or feel FIDO has breached these Terms, your sole and exclusive remedy is to discontinue using the MDS.
- You shall indemnify FIDO and its directors, officers, employees, agents, contractors, customers, clients and licensors (“FIDO Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the MDS and your use of the MDS, Content, FIDO Materials or any services, product or data obtained through the MDS, your submission of Content, your fraud, violation of law, negligence, willful misconduct, or any other use of the MDS, the Content, the FIDO Materials, the services, products, information and other materials on, in and made available through the MDS, including any breach by you of these Terms, and shall indemnify and hold FIDO Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of FIDO. FIDO or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If FIDO or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to FIDO, subject to the right of FIDO to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
- Internet Security. FIDO uses reasonable efforts to ensure that the MDS is generally available. However, there will be occasions when access to the MDS will be interrupted or unavailable. You agree that FIDO shall not be liable to you for any modification, suspension, or discontinuance of the MDS. You acknowledge that the technical processing and transmission of the content on the MDS, including any content that you submit, may be transferred unencrypted and involve (a) transmissions over various public networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Accordingly, FIDO is not responsible for the security of information transmitted via the MDS.
- Complaint Procedures. If you believe that any content or postings on this MDS violates your intellectual property or other rights, please notify FIDO by email at [email protected] with a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
- Changes to Terms. FIDO reserves the right to modify, change, or update these Terms at any time. Notice of any new or revised Terms, as well as the location of the new or revised Terms, will be delivered to you, either by email (to the address you provided FIDO) or on the MDS website. Your use of the MDS following any changes means that you agree to follow and be bound by the Terms as changed. It is the obligation of users accessing the MDS to learn of changes to the Terms since their last visit. Any change to these Terms shall be effective as to any visitor who has visited the MDS before the change was made.
- FIDO may suspend or terminate your account and/or your ability to use the MDS, or any services on the MDS, for failure to comply with these Terms, for providing FIDO with untrue or inaccurate information about yourself, for infringement upon FIDO proprietary rights, or for any other reason whatsoever or for no reason. Sections 3, 4, 6, 7, 8, 13 and 14 shall survive any termination or expiration of these Terms.
- Governing Law and Jurisdiction. These Terms represent the entire agreement between you and FIDO with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law rules. By accessing, viewing, or using the services, works, content, or materials on the MDS, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in San Jose, California; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. Notwithstanding anything to the contrary, FIDO shall have the right to elect in its sole discretion the forum for any Claim arising hereunder brought by the FIDO.
- The MDS is controlled and operated from within the United States. Without limiting anything else, FIDO makes no representation that the MDS, FIDO Materials, Content, services, products, information or other materials available on, in, or through the MDS is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the MDS from other locations do so with their own volition and are responsible for compliance with applicable laws. The waiver or failure of FIDO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
Dated: August 13, 2015
© 2015 FIDO Alliance, Inc.; All rights reserved.