Terms and conditions
Welcome to the QUAKE Extranet (the Extranet”). The Extranet is a restricted area of the world wide website of Quake Global, Inc. and its affiliated companies, (collectively the "QUAKE Entities," "we," "QUAKE," or "us") site located at the URL http://www.quakeglobal.com (the "Site") or any of our affiliate sites that makes certain information, specifications and services available to QUAKE’s Customers, Partners and their Authorized Users (as defined below) and serves as a platform for allowing them to receive information and support of their QUAKE products (collectively, the Extranet Services”). Unless otherwise indicated, the term "you" applies to Customers, Partners and Authorized Users.
These Extranet Terms and Conditions of Use (the Extranet Terms”) are an agreement between QUAKE Entities, on the one hand, and you -- and are supplemental to the QUAKE General Terms and Conditions of Use. The Extranet Terms govern your use of the Extranet, but are not intended to alter any terms or conditions of any other agreement between any QUAKE Entity and you. To the extent that there is any conflict between these Extranet Terms and any provision of a previous agreement between you and QUAKE, the provision in the previous agreement will prevail.
BY CLICKING ON THE ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE THAT YOU AGREE TO THE TERMS CONTAINED IN THESE EXTRANET TERMS. IF YOU DO NOT AGREE TO THESE EXTRANET TERMS, YOU MUST IMMEDIATELY DISCONTINUE YOUR ACCESS TO THE EXTRANET AND THE EXTRANET SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO EXECUTE THIS AGREEMENT.
1. SERVICE PARTNERS; AUTHORIZED USER. Service Partners” are entities that are granted access to the Extranet typically because they have contractual agreements with at least one of the QUAKE Entities to (i) distribute, sell, or service QUAKE products or (ii) develop or manufacture products that embed or otherwise work in conjunction with QUAKE products. An Authorized User” (together with Service Partner, you”) is a Service Partner employee or an individual who is associated with a Service Partner that is authorized by the Service Partner and us to access the Extranet. Access to the Extranet and the Extranet Services are only available to Authorized Users. The representations and warranties made by any Authorized User hereunder is also made by the Service Partner on its own behalf, and the Service Partner is responsible for each Authorized User’s compliance with these Extranet Terms and for any of his or her acts or omissions related to the Extranet and the Extranet Services.
Each Authorized User will receive personal login information (collectively, Account Credentials”) that will allow the Authorized User to access the Extranet Services provided to the Service Partner (the Partner Account”). You are responsible for maintaining the confidentiality of the Account Credentials. Each Authorized User and the Service Partner are fully responsible for all activities that occur within the Partner Account and using the Account Credentials. You and/or the Service Partner agree to immediately notify us of any unauthorized use of the Partner Account, any Account Credentials or any other breach of security. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site, Extranet, the Partner Account or the Account Credentials, including without limitation, terminating the Partner Account, changing the Account Credentials or requesting additional information. Notwithstanding the above, we may rely on the authority of anyone accessing the Partner Account using any Account Credentials and in no event and under no circumstances will the QUAKE Entities be held liable to you or the Service Partner for any liabilities or damages resulting from or arising out of (i) any action or inaction of any QUAKE Entity under this provision; (ii) any compromise of the confidentiality of the Partner Account or any Account Credentials; and (iii) any unauthorized access of Partner Account or use of the Account Credentials. You may not use anyone else's Account Credentials or any other Partner Account without our written permission.
2. INFORMATION. You agree that any information you provide to us is true, accurate, current and complete, and to maintain and promptly update such information to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate Your use of the Extranet or Extranet Services (or any portion thereof).
The security of your personally identifying information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of any company information or any personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Extranet is invulnerable to security breach, and that the QUAKE Entities makes no warranty, guarantee, or representation that use of the Extranet is protected from viruses, security threats or other vulnerabilities.
3. ACCESS RIGHTS. We hereby grant to you a limited, non-exclusive, nontransferable right to access the Extranet and use the Extranet Services solely for internal business purposes as permitted under these Extranet Terms ("Access Rights"). You understand and acknowledge that the Extranet and Extranet Services are the property of the QUAKE Entities, and you may not prepare derivative works of, modify, distribute, sell, lease, rent, sublicense, assign, export, or transfer in any manner the Extranet Services, or any underlying software, technology or other information, including any printed materials of the same, unless expressly authorized hereunder. Any use of third party software provided in connection with the Extranet or Extranet Services will be governed by such third parties’ licenses and not by this Extranet Terms. You agree to be responsible for any act or omission of any users that access the Partner Account using Account Credentials and that, if undertaken by you, would be deemed a violation of this Extranet Terms, and that such act or omission shall be deemed a violation of this Extranet Terms by you. We reserve the right, in our sole discretion, to deny use of the Extranet or Extranet Services to anyone for any reason.
4. MODIFICATIONS TO TERMS. We may change these Extranet Terms from time to time. If you object to any such changes, your sole recourse will be to cease using the Extranet and/or Extranet Services. Continued use of the Extranet and/or Extranet Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes.
5. DISCONTINUATION OF OR MODIFICATIONS TO THE EXTRANET OR EXTRANET SERVICES. We reserve the right to modify or discontinue the Extranet or Extranet Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Extranet or Extranet Services. If you object to any such changes, your sole recourse will be to cease using the Extranet or Extranet Services. Continued use of the Extranet or Extranet Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Extranet or Extranet Services as so modified.
7. PRODUCT AND SERVICE INFORMATION. We do not warrant that information, graphic depictions, product and service descriptions, our specifications, certification specifications or other content of the Extranet is accurate, complete, reliable, updated, current, or error-free. Despite our efforts, it is possible that information on the Extranet and within the Extranet Services may be inaccurate. In the event we determine that the Extranet or the Extranet Services contains an inaccuracy, we reserve the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error. You agree to notify us immediately if you become aware of any errors and agree to comply with any corrective action taken by us.
8. DISCUSSION FORUMS, THIRD PARTY CONTENT AND MONITORING. Any services, offers, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Extranet, within the Extranet Services, including in any discussion forum. We have the right, but not the obligation, to monitor and review the content on the Extranet or Extranet Services and the Partner Account to determine compliance with this Extranet Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor content for accuracy or reliability.
Parties other than the QUAKE Entities may offer and provide products and services on or through the Extranet. Except for QUAKE branded information, products or services that are identified as being supplied by a QUAKE Entity, we do not operate, control, or endorse any information, products, or services made available through the Extranet in any way. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
9. USER CONTENT; LICENSE; REPRESENTATION AND WARRANTY. You are solely responsible for content you provide ("User Content"). Without implying any obligation on our part, we reserve the right to remove User Content as required by law or if we believe User Content may create liability for us or violates these terms, or to modify User Content as required by law or if necessary to cause User Content to be in compliance with this Extranet Terms. You represent and warrant that User Content: (a) does not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation, including, without limitation, the laws and regulations governing export control; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Notwithstanding the foregoing, and except as otherwise provided in a written agreement between you and an QUAKE Entity, you grant to us a non-exclusive, royalty-free license in and to all of User Content to use, copy, display, perform, modify, and distribute User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. No compensation will be paid to you or to any other person or entity with respect to the posting or use of Your User Content. We are under no obligation to post or use any User Content and we may remove User Content at any time in our sole discretion. You agree that we are not under any obligation of confidentiality, express or implied, with respect to User Content.
We do not generally pre-screen or control User Content posted by users of our Extranet, and, therefore, does not guarantee the accuracy, integrity or quality of such User Content. We have the right (but not the obligation) in our sole discretion to monitor, refuse or remove any User Content that is available via our Extranet for any or no reason, including that any User Content violates these Terms or is otherwise objectionable. We take no responsibility and assume no liability for any User Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As the provider of the Extranet, we are only a forum and are not liable for any statements, representations, or User Content provided by Extranet users. Any opinions, advice or recommendations expressed therein are those of the users providing such User Content and not ours. We do not endorse any User Content or any opinion, recommendation or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Extranet is used to disseminate statements that are harmful or inflammatory.
10. SUBMISSIONS. You agree not to propose, post or submit ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed services or products, or any modification of existing services or products (collectively referred to as " Feedback") through the Extranet. In the event you do so, you hereby grant to the QUAKE Entities a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, reproduce, distribute, display, perform, modify, import, sell, offer for sale, make, have made or otherwise exploit all such Feedback in any manner whatsoever without compensation or attribution to you. Use of such Feedback shall not require permission from or payment to you or to any other person or entity. You agree that we are not under any obligation of confidentiality, express or implied, with respect to the. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in Feedback and that the submission of any Feedback to us, including the posting of materials to any forum or interactive area on the Extranet, irrevocably waives any and all "moral rights" in such materials. You represent and warrant that you own or otherwise control all of the rights to the Feedback that you post, that the Feedback is accurate and, that use of the Feedback will not cause injury to any person or entity.
11. CONFIDENTIALITY. In order to gain access to the Extranet, you or your employer are a party to either a Service Partner Agreement or a non-disclosure agreement (an NDA”). Under the terms of the Service Partner Agreement or the NDA, you (and we) have an obligation to keep Confidential Information confidential. The confidentiality provisions contained in any such Service Partner Agreement or NDA apply to the use, disclosure and handling of any QUAKE Confidential Information contained within the Extranet. In the unlikely event that you or your employer have not entered into a (a) Service Partner Agreement or (b) an NDA with QUAKE Entity that contemplates in an express or implied manner, directly or indirectly, that you will have access to the content in the Extranet, the following provisions apply:
(a) "Confidential Information" is defined as information which (i) the disclosing party at the time of disclosure (or, in the case of oral or visual disclosure, within thirty (30) days after such oral or visual disclosure), identifies in writing to the receiving party as Confidential or Proprietary information by means of a conspicuous legend, marking, stamp or other positive written notice or (ii) a reasonable business person would understand to be inherently of a confidential or proprietary nature, including, without limitation, any and all (A) patent and patent applications, (B) trade secret, and (C) proprietary information--ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing Party provides regarding third parties. The QUAKE Confidential Information includes any third party information that otherwise falls within the definition of Confidential Information, including any Confidential Information of Motorola , Inc. Confidential Information will not include information which is: (U) now available or becomes available to the public without breach of this Agreement; (V) lawfully received without restrictions from other sources; (W) known to the receiving party prior to disclosure; (X) published or disclosed by the disclosing party to others without restriction; (Y) developed by the receiving party independent of and without use of the information disclosed by the disclosing party; or, (Z) information for which further use or disclosure by the recipient is authorized in writing by the disclosing party.
(b) Confidential Information disclosed hereunder may only be used by: you and your employer solely for the purpose of integrating any Service Partner technology and/or intellectual property with any QUAKE technology and/or intellectual property as contemplated in writing by the parties.
(c) The receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in advance and in writing by the disclosing Party. The receiving Party will limit access to the Confidential Information to only those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein, and the receiving Party shall be jointly and severally liable for any breach of the confidentiality obligations of such employees or authorized representatives. The receiving Party’s obligations hereunder will continue in full force and effect with respect to non-technical sales, marketing, and financial Confidential Information for ten (10) year(s) from the date of disclosure of such Confidential Information. The receiving Party’s obligations with respect to all technical Confidential Information will remain indefinitely until any such information is no longer characterized as Confidential Information pursuant to the exclusions set forth in Section (a).
(d) Notwithstanding any other provision of this Section 11, the receiving party may disclose the Confidential Information of the other party pursuant to any law, regulation or order of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall, where not prohibited by law, provide prompt notice of such requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
(e) Upon termination of this Agreement, each Party will, within a reasonable period of time thereafter, and upon request, return all Confidential Information received from the other Party and copies made thereof by the receiving Party under this Agreement, or certify by written memorandum that all such Confidential Information has been destroyed except that each Party may retain an archived copy to be used only in case of a dispute concerning this Agreement.
(f) Confidential Information is and will remain the sole property of the disclosing Party. Except as expressly provided herein (including, without limitation, the licenses granted in Section 9) neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information shall be construed as granting either expressly or by implication, estoppel or otherwise, any license under any invention, improvement, discovery or patent now or hereafter owned or controlled by a Party disclosing Confidential Information hereunder. Furthermore, except as expressly provided herein, neither Party shall reverse engineer, disassemble, or decompile any Confidential Information provided by the other Party hereto.
(g) The parties acknowledge that money damages would not be a sufficient remedy for any breach of this Section by a party and that the non-breaching Party will be entitled to specific performance and injunctive relief as remedies for any such breach which remedies shall be in addition to any other remedies available at law or equity.
12. LINKS. Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Access to any other websites linked to the Extranet is at your own risk. When leaving the site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.
13. EXPORT. The software, code, proprietary methods and systems used to provide the Extranet or Extranet Services (Our Technology”) is controlled for export by the United States Department of Commerce. Neither Our Technology nor the content of the Extranet and Extranet Services (Our Content”) may be exported or re-exported in violation of United States law. You warrant that you are not prohibited from receiving exports from the United States and that you will not export or re-export the technology or software to restricted countries or individuals. See www.bis.doc.gov for further information about U.S. export laws and restrictions.
14. COPYRIGHTS; RESTRICTIONS ON USE. Both Our Content as well as Our Technology are (i) copyrighted by the QUAKE Entities and/or its licensors under United States and international copyright laws, (ii) subject to other intellectual property and proprietary rights and laws, and (iii) owned by the QUAKE Entities or its licensors. Neither Our Content (except any User Content you provided) nor Our Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content or Our Technology. Nothing in these Extranet Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Extranet according to these Extranet Terms.
15. COPYRIGHT COMPLAINTS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
An electronic or physical signature of the 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 Extranet or Extranet Services;
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.
16. TERM AND TERMINATION. These Extranet Terms are effective upon your acceptance of these Extranet Terms and shall remain in full force and effect while you use the Extranet or Extranet Services or are a Service Partner or Authorized User. You may delete your Partner Account and end your registration at any time, for any reason by sending an email to email@example.com. We may terminate Your Partner Account and/or Account Credentials for any reason without notice. You understand that termination of these Extranet Terms and Your Partner Account may involve deletion of your information from our live databases as well as any content that you uploaded to the Extranet using such Partner Account. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE EXTRANET OR EXTRANET SERVICES OR DELETION OF YOUR PARTNER ACCOUNT, USER CONTENT, OR CONFIDENTIAL INFORMATION.
17. DISCLAIMER OF WARRANTIES. BOTH THE EXTRANET AND EXTRANET SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE EXTRANET OR EXTRANET SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE EXTRANET OR EXTRANET SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EXTRANET OR EXTRANET SERVICES OR THAT DEFECTS IN THE EXTRANET OR EXTRANET SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE EXTRANET OR EXTRANET SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU AND THE SERVICE PROVIDER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE EXTRANET OR EXTRANET SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
18. LIMITATION OF LIABILITY. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ANY QUAKE ENTITY OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE EXTRANET OR THE EXTRANET SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS EXTRANET OR THE EXTRANET SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE EXTRANET OR THE EXTRANET SERVICES. THE AGGREGATE LIABILITY OF THE QUAKE ENTITIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE, EXTRANET OR THE EXTRANET SERVICES IS LIMITED AS PROVIDED IN THE GENERAL TERMS AND THE LIMITATION OF LIABILITY IS NOT INTENDED TO BE ADDITIVE TO SUCH GENERAL TERMS. 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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
19. INDEMNIFICATION. You agree to indemnify, defend and hold harmless each and every QUAKE Entity, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (1) User Content and any information you submit, post or transmit through the Extranet or Extranet Services, (2) Your use of the Extranet or Extranet Services, (3) Your violation of this Extranet Terms, (4) Your violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Extranet or the Extranet Services.
20. TRADEMARKS. Certain of the names, logos, and other materials displayed on the Extranet or in the Extranet Services may constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
21. MISCELLANEOUS. Unless otherwise set forth in a Service Partner Agreement between you and an QUAKE Entity, this Extranet Terms constitutes the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern Your use of the Extranet Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. The Extranet Terms and the relationship between you and the QUAKE Entities and will be governed by the laws of the Commonwealth of Virginia, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Extranet Terms, or Your use of, the Extranet or Extranet Services must be instituted exclusively in the federal or state courts located in the Commonwealth of Virginia and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Extranet Terms will not constitute a waiver of such right or provision. If any provision of the Extranet Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Extranet or Extranet Services or the Extranet Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Extranet Terms are for convenience only and have no legal or contractual effect. You and we are acting as independent contractors, and nothing in this Extranet Terms creates an agency or partnership. You may not assign your rights under this Extranet Terms without our prior written consent, and any attempted assignment will be null and void.
22. SURVIVAL. The terms of Sections 6, 7, 9, 11, and 13 through 22, and any other limitations on liability explicitly set forth herein will survive the expiration or earlier termination of the Extranet Terms for any reason. Our (and our licensors') proprietary rights (including any and all intellectual property rights) in and to Our Content, Our Technology and the Extranet or Extranet Services will survive the expiration or earlier termination of the Extranet Terms for any reason.
23. VIOLATIONS. Please report any violations of this Extranet Terms to firstname.lastname@example.org.
Revision Date: April 1, 2013