These Terms and Conditions of Use (the “Terms of Use”) apply to the Tangra, Inc. (“Tangra”) web site located at www.ProjectStudio.com and all associated sites linked to www.ProjectStudio.com by its subsidiaries and affiliates, including Tangra sites around the world (collectively, the “Site”). The Site is the property of Tangra and its licensors. The following are terms of a legal agreement between you and Tangra.
BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.
Tangra reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Tangra grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.
Content
All text, graphics, photographs, trademarks, logos, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Tangra, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Tangra’s express prior written consent.
Your Use of the Site
You may not copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Tangra reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Tangra server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.
You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Tangra or others.
Pricing and Availability Information
Pricing and availability as set forth in the Tangra Site are subject to change without notice. Any planned ship dates mentioned in reference to future products are estimated ship dates only, and are not guaranteed. In addition, the materials on the Site with respect to products and services may be out of date, and Tangra makes no commitment to update the materials on the Site with respect to such products and services.
Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.
Description of Service
Project Studio is a web-based project management application from Tangra (the “Service”). Your use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis. You understand that your content may be transferred unencrypted over the internet.
Eligibility
You must be at least thirteen (13) years of age to use this Service. You must provide your current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. Tangra reserves the right to refuse service to anyone at any time without notice for any reason.
Proper Use
You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to:
- use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Tangra;
- use the Service for any fraudulent or inappropriate purpose;
- resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Tangra;
- use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.
Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences.
Accounts, Passwords and Security
Certain features or services offered on or through the Site may require you to open an account (including setting up an ID and password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Tangra immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Tangra or any other user of or visitor to the Site due to someone else using your ID, password or account.
You may not use anyone else’s ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. Tangra cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
Payment Terms
The service is billed on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade accounts, or for months unused with an open account. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties. Should you upgrade or downgrade your account, you account will be charged with the new rate on your next billing cycle.
Modification to Fees and Services
Tangra reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice. Tangra reserves the right to change Service fees upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Project Studio Site (www.ProjectStudio.com) or the Service itself.
Cancellation and Termination
You are solely responsible for the proper cancellation of your account. You may cancel your account at any time from your Account management console or via e-mail to support. There is no cancellation fee. Cancellation is immediate, and all of your Content will be immediately deleted from the Service upon cancellation. Tangra may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.
Free accounts will be suspended after three (3) months of no use and will be terminated after six (6) months of no use.
Intellectual Property Rights
You acknowledge that Tangra owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Tangra claims no intellectual property rights over the material you provide to the Service.
Disclaimers
Tangra DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. Tangra CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Tangra DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Tangra DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY Tangra SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST Tangra FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
Tangra reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Warranty
Tangra does not warrant that: (i) the Services will meet your requirements or expectations, (ii) the Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (iii) bugs or errors will be corrected, (iv) the mathematical calculations performed by the Service is accurate. The Services are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that Tangra shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Tangra has been advised of the possibility of such damages), resulting from your usage of the Service.
Limitation of Liability
Except where prohibited by law, in no event will Tangra be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Tangra has been advised of the possibility of such damages.
If, notwithstanding the other provisions of these Terms of Use, Tangra is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Tangra’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against Tangra (but not including the purchase price for any Tangra software products), or (2) US$30.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
Indemnity
You agree to indemnify and hold Tangra, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Tangra by any third party due to or arising out of or in connection with your use of the Site.
Violation of These Terms of Use
Tangra may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Tangra’s rights or property, or the rights or property of visitors to or users of the Site, including Tangra’s customers. Tangra reserves the right at all times to disclose any information that Tangra deems necessary to comply with any applicable law, regulation, legal process or governmental request. Tangra also may disclose your information when Tangra determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that Tangra may preserve any transmittal or communication by you with Tangra through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Tangra determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Tangra, its employees, users of or visitors to the Site, and the public.
You agree that Tangra may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Tangra, for which monetary damages would be inadequate, and you consent to Tangra obtaining any injunctive or equitable relief that Tangra deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Tangra may have at law or in equity.
You agree that Tangra may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.
If Tangra does take any legal action against you as a result of your violation of these Terms of Use, Tangra will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Tangra You agree that Tangra will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.
Dispute Resolution
Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Tangra and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
Miscellaneous
You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Tangra with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Tangra with respect to such use are hereby superseded and cancelled. Tangra will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.
Terms of Idea Submission
You agree that: (1) your ideas will automatically become the property of Tangra, without compensation to you, and (2) Tangra can use the ideas for any purpose and in any way, even give them to others.
Documentation
Any person is hereby authorized to: a) store documentation on a single computer for personal use only and b) print copies of documentation for personal use provided that the documentation contains Tangra’s copyright notice.
The information contained in this Site is subject to change without notice.
Updated by Tangra Legal October 2006.
Effective October 2006.