Terms of Use

Last updated on March 8th, 2006

PLEASE READ CAREFULLY!
BY USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE

1. Terms of Use. The following terms of use ("Terms of Use") apply to all current and future users (each, a "User") of this The Simian Group ("Simian") web site (the "Web Site"). Each User accepts the Terms of Use by accessing this Web Site. If a prospective User does not agree to these Terms of Use, such User should not use this Web Site. Simian reserves the right to revise the Terms of Use from time to time, at its sole discretion; therefore, Users should periodically review this page for any revisions. A User's continued use of this Web Site following the posting of changes to the Terms of Use constitutes acceptance of the revisions. Simian reserves the right to seek all remedies available under relevant law for a User's violation of the Terms of Use including, without limitation, suspending or blocking such User's access to the Web Site.

2. Descriptions of Products and Services. At its sole discretion, Simian reserves the right to modify, update, or discontinue at any time without notice, any of its products, services, and/or specifications for products and/or services described on this Web Site, including the availability of such products and services. Products or services described on this Web Site may not be available in all geographic areas. The information on this Web Site does not constitute an offer to sell any products or services.

3. Scope of Use. Simian invites a User to view, use and download sample portions of content including, without limitation, text, graphics, software, pictures, data, product descriptions, and audio and video files on this Web Site ("Content") for a User's informational, non-commercial use; provided, however, that all copyright, trademark and other proprietary rights notices are left intact. Please note that such download and use of Content to evaluate whether to purchase products or services from Simian or otherwise enter into a business relationship with Simian shall not constitute commercial use. A User may not store, modify, display, perform, reproduce, transmit or distribute a significant portion of the content on this Web Site, or the design or layout of the Web Site or individual sections thereof, in any form or media. The commercial use, reproduction, duplication, copying, selling, reselling, transmission, distribution or other exploitation of any Materials (as defined in the paragraph below) without the prior written consent of Simian is strictly prohibited.

4. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN APPLICABLE LICENSE OR PURCHASE AGREEMENT WITH Simian, IF ANY, THIS WEB SITE, ANY SOFTWARE, CONTENT, INFORMATION, PRODUCTS, DATA AND SERVICES AVAILABLE ON OR THROUGH THIS WEB SITE, INCLUDING FICTITIOUS DATA FOR DEMONSTRATION PURPOSES ONLY (COLLECTIVELY, "MATERIALS"), ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DATA ACCURACY, SYSTEMS INTEGRATION OR QUIET ENJOYMENT. NEITHER Simian NOR ANY PERSON OR COMPANY CONNECTED WITH Simian MAKES ANY WARRANTY THAT (A) THE MATERIALS ARE ERROR FREE, COMPLETE, RELIABLE OR CURRENT, (B) USE OF THE MATERIALS WILL BE UNINTERRUPTED, (C) DEFECTS WILL BE CORRECTED, (D) THE MATERIALS OR THE Simian SERVERS WILL BE COMPLETELY SECURE, AVAILABLE OR FREE OF VIRUSES OR OTHER HARMFUL DEVICES OR (E) THE RESULTS OBTAINED BY THE USE OF THE DEMONSTRATION COMPONENTS OF THIS WEB SITE WILL REFLECT THE ACTUAL RESULTS OBTAINED BY THE USE OF Simian's PRODUCTS AND/OR SERVICES. THE FOREGOING DISCLAIMERS ARE SUBJECT TO APPLICABLE LAW AND MAY NOT APPLY IN THEIR ENTIRETY BUT SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

5. LIMITATION OF LIABILITY. Simian AND ALL PERSONS AND COMPANIES CONNECTED WITH Simian SPECIFICALLY DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS, EVEN IF Simian OR ANY PERSON OR COMPANY CONNECTED WITH Simian HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, RELIANCE BY ANY USER OR PERSON ON THE MATERIALS, MISTAKES, DELAYS OR INTERRUPTIONS IN THE USE OF THE WEB SITE (INCLUDING, WITHOUT LIMITATION, DELAYS, BREAKDOWNS OR INTERRUPTIONS DUE TO PROBLEMS WITH PHONE LINES OR MODEMS, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE WEB SITE OR THE MATERIALS) SAVE THAT NOTHING IN THESE TERMS OF USE SHALL EXCLUDE Simian'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. USE OF THIS WEB SITE AND THE MATERIALS IS AT A User's OWN RISK. THE FOREGOING LIMITATIONS ARE SUBJECT TO APPLICABLE LAW AND MAY NOT APPLY IN THEIR ENTIRETY BUT SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. Simian HAS NO CONTROL OVER, AND SHALL HAVE NO LEGAL LIABILITY FOR, ANY DAMAGES RESULTING FROM THE USE OF ANY INFORMATION THAT A USER CHOOSES TO MAKE PUBLICLY AVAILABLE, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM REPUBLICATION, BY ANY THIRD PARTY OF INFORMATION VOLUNTARILY MADE PUBLIC BY A USER. IF A USER HAS ANY PROBLEMS WITH THIS WEB SITE, ITS SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THIS WEB SITE.

6. Links. This Web Site may have links to web sites operated by third parties. Simian provides third party links as a convenience, and Users accessing any Internet web site linked to this Web Site do so at their own risk. Because linked sites are not under Simian's control, Simian is not liable for the accuracy or reliability of any information, data, opinions, advice, security protocols, statements, or other products, information, or services made on third party web sites. Such links do not constitute or imply Simian's endorsement, sponsorship, or approval for any content on third party web sites or locations and Simian disclaims all liability with regard to a User's access to such linked web sites.
NO PERSON MAY LINK TO THIS WEB SITE WITHOUT THE PRIOR WRITTEN CONSENT OF A DULY AUTHORISED REPRESENTATIVE OF Simian.

7. Privacy and Email. Please refer to our privacy statement for details of how Simian may collect and use a User's personal data.
E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing or providing any personal or confidential information.

8. Employment Opportunities. Simian is committed to the principles of equal employment opportunity. Applicants are considered for all positions without regard to any status protected by applicable law.

9. Location. This Web Site is operated by Simian from its offices in England. Simian makes no representation that the information and content in this Web Site is appropriate or available for use in other locations, and access to the Web Site from territories where the content of this Web Site may be illegal is prohibited. Those who choose to access this Web Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

10. Proprietary Rights. All of the content on this Web Site including, without limitation, all Materials and all intellectual property rights therein are the property of Simian or its licensors, and are protected by U.K. and international copyright laws. The Simian logo is a trademark of Simian. No rights or licenses are granted or implied herein to use any trademarks of Simian. Except as expressly provided under the "Scope of Use" section above, a User may not use, reproduce, modify, transmit, distribute, publicly perform or display any of the Materials or Simian's trademarks without prior written permission of Simian. All other corporate logos and product marks represented on this Web Site are registered trademarks of their respective companies. All of the Materials on this Web Site and downloads are Copyright © 2006, Simian Limited or its licensors.

11. Rules of Conduct. Certain areas of this Web Site may permit Users to upload or post Content (such as messages and feedback) or to otherwise interact with the Web Site and its participants. It is a violation of these Terms of Use for any User, when using this Web Site, to:

• (a) use the Web Site for illegal purposes, in violation of any applicable laws or regulations or in violation of the rules of any Simian service providers
• (b) upload, post, e-mail or distribute any Content that a User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
• (c) upload, post, e-mail or distribute the proprietary information of another (whether protected by copyright, trademark, trade secret, right of publicity or other proprietary right) without the express permission of the owner of such right; any person who has been found to violate the intellectual property rights of others shall be barred from accessing or using the Web Site
• (d) copy, sell, resell or exploit for commercial purposes, any portion of the Web Site, provided that a User may use items of Content in accordance with the Scope of Use section above
• (e) upload, post, e-mail or distribute any Content that is unlawful, deceptive, misleading, false, counterfeit, stolen, threatening, harassing, abusive, obscene, pornographic, defamatory, racially or ethnically objectionable, or in violation of the personal privacy rights of another
• (f) intentionally forge headers, manipulate identifiers or otherwise engage in any activities intended to withhold or cloak a User's identity or contact information
• (g) upload, post, e-mail or distribute any Content that contains software viruses, trap doors, hot keys, time bombs or any other computer code or component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
• (h) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site
• (i) use any robot, spider, other automatic device, or manual process to monitor or copy any Web Site pages or any Content without Simian's prior express written permission
• (j) take any action that imposes an unreasonable or disproportionately large load on Simian's infrastructure as determined by Simian in its own discretion
• (k) send or promote surveys, chain letters, advertisements, pyramid schemes, junk e-mail or any duplicative or unsolicited messages or communications (commercial or otherwise) in any form (spam)
• (l) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code or trade secrets of the Web Site or of any software provided by Simian through the use the Web Site
• (m) directly or indirectly assist or permit any persons in engaging in any of the activities described above

Each User of the Web Site

• (i) is responsible for the Content that he or she creates and submits to the Web Site, and the consequences of its use or submission
• (ii) is responsible for ensuring that the Content that such User transmits and receives through the Web Site complies with all applicable laws and regulations (including those relating to export control) and these Terms of Use
• (iii) is responsible for ensuring that all Content the User transmits to the Web Site is accurate, truthful, up-to-date and complete
• (iv) will abide by all security and safety measures established by Simian or its service providers. Simian may preserve Content provided by a User and may also disclose such Content and its origin if required to do so by law or in the good faith belief 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 Content violates the rights of third parties
  • (4) protect the rights, property, or personal safety of Simian, Web Site Users and/or the public

12. User Submissions. By submitting Content to the Web Site (such as feedback or postings), each User grants Simian a perpetual, irrevocable, worldwide, royalty-free, transferable, sub-licensable (through multiple tiers) license to use, reproduce, cache, store, edit, modify, publicly perform, publicly display, distribute and transmit such Content for any purpose, and waives any moral rights and publicity rights in such Content.

13. Usage Monitoring. Simian does not pre-screen the Content that Users submit to the Web Site, and Simian shall not be responsible for policing, monitoring or editing such Content. Simian shall have the right, but not the obligation, to monitor User-provided Content and use of this Web Site to improve its performance, for legal and regulatory requirements, and to determine compliance with these Terms of Use and other applicable policies and procedures of Simian. Simian shall have the right in its sole discretion to refuse to post or to remove any Content on the Web Site that it believes to be in violation of these Terms of Use or which it finds to be otherwise objectionable for any reason, without any liability to a User. Simian will look into possible violations when information that is sufficient to warrant an investigation is brought to Simian's attention.

14. Password Protected Areas. Access to and use of password protected or other secured areas of this Web Site is restricted solely to authorised Users. Each such authorised User shall ensure that any username and password issued to them is kept safe, secure and protected from unauthorised copying and disclosure and that this Web Site is protected from unauthorised access via the User's username and password. Each authorised User shall immediately notify Simian of any unauthorised use or breach of security in relation to their username and password as soon as they become aware of the same. Users shall not enter any password protected or other secured areas of this Web Site via any username other than their own.

15. Software. Any software downloaded from this Web Site shall be subject to the applicable license agreement between Simian and the User for such software.

16. Demonstration Functionality. Parts of or links available through this Web Site are provided for demonstration purposes only and permit Users to use the fictitious data presented in such demonstration components as a resource for learning about the products and services that Simian and its related companies provide. Any resemblance of such Content to reality, including, without limitation, the names of companies is entirely coincidental and no association with reality is intended or should be inferred. Simian shall not be liable for any such resemblance, or for any reliance by the User on such Content. Simian may make improvements and/or changes to the features, functionality or Content of the Web Site at any time including, without limitation, improvements and/or changes to any demonstration components accessible through this Web Site and any fictitious data provided as part of such components.

17. Miscellaneous. These Terms of Use and the documents referred to herein represent the entire understanding, and constitute the whole agreement, in respect to their subject matter and supersede any previous agreement between the parties with respect thereto.

The waiver by Simian of a breach or default of any of the provision of these Terms of Use by a User shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of Simian to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by a User.

If any provision of the Terms of Use is determined under applicable law to be unlawful, invalid, or unenforceable, the validity and enforceability of any other provision shall not be affected.

18. Applicable Law and Jurisdiction. These Terms of Use will be governed by the laws of England and, notwithstanding the jurisdiction where a User may be based, each User agrees to submit to the non-exclusive jurisdiction of the English Courts over any claim or matter arising under or in connection with these Terms of Use.