Terms and Conditions of Use


Last Revision Date: April 2011

1. ACCEPTANCE OF TERMS OF USE

This web site, including all of its features and content (the "Site") is a service made available by Kroll Ontrack Inc. (“Ontrack”) and all information, services and software, including third party software incorporated into the software, provided on or through this site, including Ontrack® Online and/or Ontrack® Verifile™ ("Software") may be used solely under the following terms and conditions ("Terms of Use") which represents a legally-binding agreement between Ontrack and you, as an individual, legal entity or partnership (“You”). These Terms of Use shall not apply to any services provided to You by Ontrack under a separate agreement; such services shall continue to be governed by the terms of such written agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. BY ACCESSING THIS WEB SITE (THE “SITE”) YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT (“AGREEMENT”). THIS AGREEMENT APPLIES EXCLUSIVELY TO YOUR ACCESS TO AND USE OF THE SITE, AND DOES NOT ALTER ANY OTHER AGREEMENT YOU MAY HAVE WITH ONTRACK OR ANY OF ITS SUBSIDIARIES OR AFFILIATES.

By accessing, using or continuing to access or use this Site or any Software on this Site, you signify your acceptance of the Terms of Use. Ontrack reserves the right to amend, remove, or add to the Terms of Use at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the Terms of Use whenever accessing or using this Site. Your access or use of the Site, or any Software on this Site, after the posting of modifications to the Terms of Use will constitute your acceptance of the Terms of Use, as modified. If, at any time, you do not wish to accept the Terms of Use, you may not access or use the Site. You represent that you have read and agree to be bound by the Terms of Use.


2. SITE AND SOFTWARE LICENSE AND LIMITATIONS

Site and Software Limited License.As a user of this Site you are granted a non-perpetual, non-exclusive, non-transferable, terminable, worldwide, limited license to access and use this Site and the Software contained herein in accordance with these Terms of Use. Ontrack may terminate or suspend this license grant to You at any time for any reason. Other than the limited license above, you acquire absolutely no other rights or licenses in or to the Site or the Software other than the limited right to access and utilize the Site and Software in accordance with the Terms of Use. You agree to use the Site and the Software only for purposes that are permitted by these Terms of Use and in compliance with any applicable law or regulation.

Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring any license or right to You, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Software, the Site itself and all content contained therein are the intellectual property of Ontrack Inc. and are further protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws throughout the world. Nothing in the Terms of Use gives you a right to use any of Ontrack’s trade names, trademarks, service marks, logos, domain names, or other Ontrack branding found on the Site.

Limitations on Use. You may not remove, modify or obscure any product identification, copyright notices, trademark notices, or other proprietary rights notices or proprietary restrictions from this Software. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from either the Site or the Software, except to the extent that such activity is expressly permitted by applicable law. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Site or the Software, except to the extent permitted above. You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

You may not use or otherwise export or re-export the Software contained on this Site or any portion thereof, in violation of the export control laws and regulations of the United States of America or a foreign government, as the case may be. Any unauthorized use of this Site or the Software is prohibited.


3. UPLOAD OF MATERIALS

In the course of your use of Ontrack’s services, the Site and the Software, you may need to upload certain information, including but not limited to job numbers, contact names, e-mail addresses, hardware serial numbers, and related documentation (collectively “Source Information”) so that such Source Information can be imported into, and managed from within, the Software and/or Site. If you upload any Source Information to the Site, you grant Ontrack (during the time you are using the Site and the Software) a nonexclusive, royalty-free, irrevocable right to use, reproduce, adapt, publish, distribute, copy, and display such content throughout the world on the Site and from within the Software. You represent and warrant that you own or otherwise have lawful rights to be in possession of such Source Information that you upload yourself or submit to Ontrack for us to upload on your behalf. You further represent and warrant that You will not upload, post or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files or code. You agree not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to the Site. You further represent and warrant that your submission and/or upload of the Source Information does not violate these Terms of Use, applicable law or the rights of any third parties.


4. ACCOUNT CREATION

In order for You to use the Site, You will be required to create, maintain and use a user name and password. You are entirely responsible for maintaining the confidentiality of your password and account and remain entirely responsible for any and all activities that occur under your account, including registration for and authorization of Ontrack services and applicable charges incurred. Ontrack will not be liable for any loss that You may incur as a result of someone else using your password or account, either with or without your knowledge.


5. LIMITATIONS OF WARRANTIES AND LIABILITY

Ontrack, its third party licensors and their respective suppliers do not represent or warrant that this Site or the Software: (i) will be error-free or that any defects will be corrected; (ii) will be free of viruses or other harmful components, (iii) will always be accessible or that it will be compatible with any equipment you use to access the Site or the Software.

DISCLAIMER. THIS SITE AND THE SOFTWARE ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ONTRACK, ITS THIRD PARTY LICENSORS AND THEIR RESPECTIVE SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES (WHETHER EXPRESS OR IMPLIED) INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ONTRACK, ITS THIRD PARTY LICENSORS AND THEIR RESPECTIVE SUPPLIERS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE OR WITHIN THE SOFTWARE (B) THE UNAVAILABILITY OF THIS SITE, THE SOFTWARE, OR ANY PORTION THEREOF, (C) YOUR USE OF THIS SOFTWARE OR THE SITE, OR (D) YOUR USE OF ANY OF YOUR OWN EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE.

LIMITATION OF LIABILITY. ONTRACK SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE OR THE SOFTWARE INCLUDING ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS'' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR THE SOFTWARE. IN NO EVENT SHALL ONTRACK BE LIABLE FOR DAMAGES IN AN AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY YOU TO ONTRACK FOR YOUR USE OF THE SITE AND/OR THE SOFTWARE.


6. INDEMNIFICATION

You agree to indemnify, defend and hold Ontrack, its suppliers and agents, directors, officers, employees, representatives, successors, and assigns harmless from and against all claims (actual or threatened) resulting from your violation of these Terms of Use.


7. NO CONFLICT OF INTEREST

Ontrack retains the right to provide (or continue to provide) services to its actual or potential clients, including parties who are, or may become, your competitor during or after the time you are using the Software or the Site.

You agree that your use of the Site or the Software does not constitute or give you the exclusive right to use Ontrack services or the Software or access the Site or any similar site.


8. MISCELLANEOUS

Unlawful Activity. Ontrack reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate (in response to a lawful request) to such persons or entities.

Remedies for Violations. Ontrack reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to suspend your access to the Site, the Source Information and the Software.

Governing Law and Jurisdiction. The Terms of Use are governed by and construed in accordance with the laws of the State of Minnesota and any action arising out of or relating to these terms shall be filed only in state or federal courts located in Minnesota and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

Unless you have been specifically permitted to do so in a separate written agreement with Ontrack, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Software or make it available to other third parties except as set forth herein.

Jury Waiver. You, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waive your right to a trial by jury in any action or other legal proceeding arising out of or relating to these Terms of Use or the Software. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. You also agree not to include any employee, officer or director of Ontrack or its affiliates as a party in any such action or proceeding.