FUTRIX LTD

RESOURCE CENTER TERMS AND CONDITIONS AND PRIVACY POLICY

The Resource Center Terms and Conditions and Privacy Policy (T&C) govern your use of the Resource Center located at futrix.com, which is owned and maintained by Futrix LTD (Futrix).  By accessing or using the Resource Center, you confirm that you have read and agree to the T&C.  You and Futrix are referred to individually as a Party and collectively as the Parties. Futrix provides the Resource Center for your use and access subject to the T&C.  In addition to the T&C, you are subject to any guidelines, rules or terms posted at the Resource Center, which are incorporated by reference into the T&C.

Using The Resource Center

Futrix will make available to you certain materials (Materials) at the Resource Center, including but not limited to data, documentation, information, guidelines, and software.  Futrix may change the Materials available at the Resource Center or limit or alter your access to them at any time without notice.  You may use the Resource Center and the Materials for your personal use or the use of your company only.  Futrix may require you to create a user account (User Account) to access certain Materials at the Resource Center, as explained in the Privacy Policy.  You agree that Futrix may send all communications to you using the contact information associated with your User Account.

The Resource Center and the Materials contain intellectual property and Confidential Information, as defined below, of Futrix.  Futrix grants you a limited, revocable, non-exclusive, personal and nontransferable license to use the Resource Center and Material available there for the purpose of using, enhancing your use of, and researching Futrix software.  Except as expressly authorized by Futrix and the T&C, you agree not to duplicate, create derivatives of, distribute, perform, display or use in any manner the Resource Center or the Materials, in whole or in part.

Futrix does not guarantee the accuracy of the Materials.  You may not use the Resource Center or Materials in a manner that violates any law, infringes on any rights of Futrix or any third party or damages Futrix or any third party.  You are fully and solely responsible for any damages arising from or related to your use of the Resource Center or the Materials.  You will not disable any Resource Center or Materials security features or attempt to access any secure areas of the Resource Center without providing the credentials requested by Futrix.

If you download any software at the Resource Center, your use of the software is governed by the end user license agreement (EULA) associated with that software.

Confidentiality

All Materials at the Resource Center that are not publically available, such as Materials that require a user account to access or that are designated as confidential, are proprietary and confidential (Confidential Information).  You will keep all Confidential Information from public disclosure and will not reveal it to third parties except where required by law.  If you breach the requirements of this section, Futrix will be entitled to immediate injunctive relief, without necessity for posting a bond, in addition to any other available remedies, including damages.

Termination

You agree that Futrix may for any reason and without prior notice, immediately terminate your User Account, your access to the Resource Center or any Materials and your rights under the T&C. Cause for termination includes but is not limited to: (a) breaches or violations of the T&C or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to all or part of the Materials, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you to Futrix.  Futrix may also suspend your User Account for an indefinite period for any reason without notice.

Termination or suspension of your User Account will prevent you from accessing information associated with your User Account.  Futrix may at its discretion retain or delete all or part of the information, files and content associated with your User Account.  Futrix is not liable to you or any third party for termination or suspension of your User Account. 

You agree upon Futrix's request immediately to stop use of and return all Materials to Futrix or destroy all Materials in your possession, and provide a written, signed declaration that you have done so. 

DISCLAIMER OF WARRANTIES

YOUR USE OF THE RESOURCE CENTER AND MATERIALS IS AT YOUR SOLE RISK. THE RESOURCE CENTER AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  FUTRIX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (FUTRIX AND ITS AFFILIATES) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

FUTRIX AND ITS AFFILIATES DO NOT WARRANTY THAT (i) THE RESOURCE CENTER OR MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE RESOURCE CENTER OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE RESOURCE CENTER OR MATERIALS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY MATERIALS WILL MEET YOUR EXPECTATIONS, OR THAT (v) ANY ERRORS WILL BE CORRECTED. 

ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE RESOURCE CENTER ARE ACCESSED AT YOUR OWN DISCRETION AND RISK.  YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA) TO FUTRIX, THIRD PARTIES OR YOURSELF THAT RESULTS FROM THE DOWNLOAD OR USE OF THE MATERIALS.  NO ADVICE OR INFORMATION OBTAINED BY YOU FROM FUTRIX SHALL CREATE ANY WARRANTY.

LIMITATION OF LIABILITY

FUTRIX AND ITS AFFILIATES ARE NOT LIABLE TO YOU 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 FUTRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE RESOURCE CENTER OR MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY USE OF THE RESOURCE CENTER OR MATERIALS; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE RESOURCE CENTER OR MATERIALS.  YOU AGREE TO BRING ANY CLAIMS AGAINST FUTRIX AND ITS AFFILIATES WITHIN SIX MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM OCCURS REGARDLESS OF WHEN YOU DISCOVER THE EVENT.  AFTER THAT PERIOD, YOU WAIVE YOUR RIGHT TO MAKE THOSE CLAIMS, WHICH ARE BARRED.

INDEMNIFICATION

You WILL indemnify and hold HARMLESS Futrix and its affiliates from any damages, claims and demands, including third party damages, claims and demands, and including reasonable attorneys' fees, due to or arising out of your use of the Resource Center or Materials, any information you provide to Futrix, your violation of the T&C, or your violation of any third party rights.

AMENDMENTS

Futrix may at any time and at its discretion change all or part of the T&C.  The changes will be effective when those changes are posted on the Futrix website.

Trademark Notice

Futrix, the Futrix Logo, and other Futrix logos and product and service names are or may be trademarks of Futrix (Futrix Marks).  You may not use or display the Futrix Marks except as provided by the T&C.  SAS and all other SAS Institute Inc. product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ® indicates USA registration. Other product and company names mentioned herein may be registered trademarks or trademarks of their respective owners. Futrix disclaims any and all rights in those marks.

GENERAL

The T&C constitutes the entire agreement between you and Futrix concerning your use of the Resource Center and Materials, except that your use of any software is governed by the EULA associated with that software.  You also may be subject to additional terms and conditions that apply when you use or purchase certain other Futrix services, affiliate services, third-party content or third-party software. The T&C are governed by the laws of the State of Oregon without regard to its conflict of law provisions. You and Futrix agree to submit to the personal and exclusive jurisdiction of the Oregon courts located within Multnomah County.  The failure of Futrix to exercise or enforce any right or provision of the T&C shall not constitute a waiver of such right or provision. If any provision of the T&C is found by a court of competent jurisdiction to be invalid, the Parties agree that the court should give effect to the Parties' intentions as reflected in the provision, and the other provisions of the T&C remain in full force and effect. The section titles in the T&C are for convenience only and have no legal or contractual effect.  The substantially prevailing Party in any litigation arising out of or relating to these T&C shall be entitled to an award of its reasonable attorneys’ fees and costs.  Futrix may assign all or part of its rights under these T&C without notice to you.  You may not assign any of your rights under the T&C without advance written approval from Futrix.  Direct all communications regarding the T&C to the Futrix address in the Privacy Policy below except as otherwise provided.

PRIVACY POLICY

Futrix provides this notice to describe and explain Futrix's online information practices and the choices you can make about the way your information is collected and used.  The Privacy Policy is part of and subject to the T&C.

Collection and Use of Information

This section describes how Futrix collects and uses information obtained from you or about you.

To request information from Futrix or use secure areas of the Resource Center, Futrix may require you to provide information (Personal Information) about yourself and your company by registering for a User Account or completing an online form.  Personal Information is information that can be traced directly back to and identifies you specifically. Personal Information includes your name, address, employer, email address, or phone number.

Situations where Futrix will ask you to provide information include, but are not limited to:

Futrix may also ask additional questions about the primary business and size of your company, your professional role, or what products you currently use so that we can better tailor our website and communications to your needs. Each online form will clearly specify which information is required and which is optional.

If you are not logged into your User Account or you have no User Account, you cannot access or use the Resource Center. If you choose not to provide Personal Information in response to a Futrix request, Futrix may be unable to assist you with certain requests.

Futrix may track your activities at the Resource Center using cookies.  Cookies are small text files that Futrix places in visitors' computer browsers to store their preferences. Cookies themselves do not contain any Personal Information but may be used by Futrix in conjunction with your Personal Information.  Futrix may also be able to determine your domain name and what browser and operating system you are using.  Futrix will use this information for the same purposes as it uses Personal Information.

HOW FUTRIX USES INFORMATION ABOUT YOU

Futrix will use Personal Information, by itself or in conjunction with data collected through various sources to fulfill your requests, to provide you with further information about Futrix products, services and support, to improve and develop our products and services, to contact you and to conduct research.  Futrix may combine and use Personal Information that Futrix collects from you online with information you provide to Futrix through other sources such as product registration, support, or in conjunction with events such as training, seminars and user receptions.

You may request termination of your Futrix user account at any time.  Termination is at Futrix's discretion.  After termination, Futrix may retain any Personal Information that you have provided and may continue use it for the purposes described in this Privacy Policy.

When Futrix Will Disclose Your Information

Without your consent, Futrix will not share any Personal Information you provide with any third party that is not a Futrix agent, distributor, business partner, or affiliate, except to the limited extent necessary to fulfill your request for products, services, or support.  Futrix may disclose your Personal Information to a Futrix agent, distributor, business partner, or affiliate in connection with the purposes listed in the section "How Futrix Uses Information About You." Futrix may disclose information publically as required by applicable law, in order to protect its rights or property, or in case Futrix or a portion of its assets is sold or offered for sale. Futrix may transfer all information it has about you, including Personal Information, if Futrix or one of its business units or its assets are acquired by, sold to, or merged with another company.

How futrix Protects Your Information

Futrix has taken reasonable steps to keep your Personal Information secure.  Futrix has established appropriate physical, electronic, and managerial procedures to prevent unauthorized access, maintain data security, and use the Personal Information collected from you in accordance with this Privacy Policy.

YOU ARE RESPONSIBLE FOR YOUR USER ACCOUNT

You are responsible for maintaining the confidentiality of the username and password assigned to your User Account during the registration process and preventing its public disclosure.  You are fully responsible for any harm caused to Futrix or third parties by the use of your username and password. You agree that the Personal Information you submit to Futrix is accurate, current and not misleading.  You will update your Personal Information if any of it changes or becomes no longer accurate.

Access and Accuracy

Upon request, Futrix will provide you with reasonable access to your Personal Information collected online and will make reasonable efforts to correct, amend or delete such information, as appropriate.

Your Choices

If you would like to change the types of communications you receive from Futrix, please direct your request to Futrix by using the "Contact Futrix" link on our website. Please provide your name, country, and a method to contact you so that we may appropriately respond to your request.

Outside Links

The Resource Center may provide links to third-party websites for your convenience and information. If you access those links, you will leave the Resource Center. Futrix does not control those sites or their privacy practices, which may differ from that of Futrix.  Futrix encourages you to review the privacy policy of any company before submitting your personal information.

Changes to this Privacy Notice

The policies described in this Privacy Notice are current as of the effective date at the end of this document. Futrix reserves the right to periodically update this Privacy Notice at its discretion. Notice of any revisions will be posted to this page and are effective once posted.  If you are concerned about how your Personal Information is used, bookmark this page and check back periodically.

How to Contact Us

If you have questions or concerns about this Privacy Notice or the treatment of your Personal Information by Futrix, or would like to access or correct your Personal Information, please contact us at:

Futrix Ltd
Email: info@futrix.com
Attn: Privacy Officer
PO Box 10-701
Wellington
New Zealand

Effective and last updated March 9, 2012