TalkMiner Terms and Conditions of Use

PLEASE READ THESE TALKMINER TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE USING THIS WEBSITE (COLLECTIVELY, ALL CONTENT AND MATERIALS MADE AVAILABLE THROUGH THE TALKMINER.COM DOMAIN NAME, THE “WEBSITE”). FX PALO ALTO LABORATORY, INC. (“FXPAL”) PROVIDES THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY, “YOU”) SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE IN ANY MANNER.

On this Website FXPAL may make available to You a wide range of information, text, photographs, graphics, music, video, and publications (collectively, “Content”) through FXPAL’s TalkMiner service that, among other things, processes video presentations on the internet and generates a key frame-based index that allows You to search and browse within the slides of an indexed presentation (the “TalkMiner Service”). By accessing this Website in any way (including, without limitation, browsing the Website), using any Content, and/or using the TalkMiner Service, and/or downloading or uploading any materials, You agree to and are bound by the terms of use described in these Terms. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer’s behalf, and that Your employer agrees to indemnify You and FXPAL for violations of these Terms.

These Terms constitute the entire agreement between You and FXPAL and govern Your use of the Website, and supersede any and all prior agreements, written or oral, between You and FXPAL regarding the subject matter of this Website (including, without limitation, any prior versions of these Terms). Portions of the TalkMiner Service may be governed by posted guidelines, rules or other terms and conditions. All such guidelines, rules and terms and conditions are hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and such other guidelines, rules and terms and conditions, these Terms shall control. Notwithstanding the foregoing, FXPAL’s Privacy Policy, discussed in the Privacy and Personal Information section below, supersedes any conflicting terms in these Terms and/or any other guidelines, rules and terms and conditions with respect to the subject matter covered by the Privacy Policy. You may also be subject to additional terms and conditions that may apply when You use Content provided by a third party.

  1. Your Conduct and Use of the Website.

    Unless otherwise expressly provided in these Terms or on a particular Website webpage, the Content and TalkMiner Service on this Website are for Your personal, informational, and non-commercial use, and You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any such Content or TalkMiner Service without written permission from FXPAL.

    As a condition of Your use of the Content or TalkMiner Service, You agree that You will not use the Content or TalkMiner Service for any purpose that is unlawful or contrary to these Terms. You may not use the Content or TalkMiner Service in any manner that could damage, disable, overburden, or impair the Content or TalkMiner Service or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any computer systems or networks associated with the Content or TalkMiner Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Content or TalkMiner Service.

    You understand that by using the Website, You may be exposed to Content from others that is offensive, indecent or objectionable. FXPAL reserves the right at all times to disclose any information as FXPAL deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Content, in whole or in part, in FXPAL's sole discretion.

  2. Notices, Modification of Terms and/or TalkMiner Service.

    FXPAL reserves the right at any time to modify, suspend or terminate the TalkMiner Service or Content (or any part thereof), and/or Your use of or access to them, with or without notice. FXPAL will not be liable to You or any third party for any modification, suspension, or termination of the TalkMiner Service or Content, or loss of related information.

    FXPAL may wish to update or change the terms, conditions, and notices for the Website or the TalkMiner Service from time to time to reflect changes in the Website or the TalkMiner Service, changes in the laws affecting the Website or the TalkMiner Service, or for other reasons. You understand that FXPAL reserves the right to make these changes and that You are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the Website or the TalkMiner Service after any such change shall constitute Your consent to such change. Unless explicitly stated otherwise, any new features that change or improve the Website or the TalkMiner Service shall be subject to the Terms, as modified from time to time.

  3. Intellectual Property Rights.

    All materials contained in the Website are the copyrighted property of FXPAL, affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to FXPAL, or affiliated companies and/or third-part licensors. FXPAL may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the TalkMiner Service, including the Web pages that are part of the TalkMiner Service. Except as expressly provided in these Terms, the provision of the TalkMiner Service and the furnishing of such Web pages to You does not give You any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.

    "FXPAL Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations FXPAL uses in connection with its products and services. You may not remove or alter any FXPAL Trademarks, or co-brand Your own products or material with FXPAL Trademarks, without FXPAL's prior written consent. You acknowledge FXPAL's rights in FXPAL Trademarks and agree that any use of FXPAL Trademarks by You shall inure to FXPAL's sole benefit. You agree not to incorporate any FXPAL Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

  4. Warranty Disclaimers.

    YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE SERVICES AND CONTENT, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. FXPAL DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FXPAL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

    FXPAL MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS ; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ANY SERVICES WILL BE ACCURATE OR RELIABLE; OR (iii) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

    EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE AND CONTENT. THE WEBSITE AND CONTENT MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. FXPAL ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.

  5. Limitation of Liability.

    TO THE FULLEST EXTENT PERMITTED BY LAW, FXPAL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF FXPAL HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (i) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FXPAL'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

  6. Privacy and Personal Information.

    You consent to the collection, processing and storage by FXPAL of Your information in accordance with the terms of TalkMiner Privacy Policy You agree to comply with all applicable laws and regulations, and the terms of FXPAL's Privacy Policy.

  7. Notice for Making Claims of Copyright Infringement.

    FXPAL will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for this Website:

    c/o TalkMiner Copyright Infringement Notice
    FX Palo Alto Laboratory, Inc.
    3400 Hillview Ave., Bldg. 4
    Palo Alto, California, 94304
    USA

    Email: talkminercomment@fxpal.com

    To be effective, the notification must include the following:

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    • Identification of the copyrighted work claimed to have been infringed.

    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.

    • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.

    • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

    • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  8. Governing Law and Venue.

    California law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. You and FXPAL agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Santa Clara, California, U.S.A. FXPAL makes no representation that the Content in this Website is appropriate for access outside of the United States. Those who choose to access this Website from outside the United States do so on their own initiative and are responsible for compliance with local laws. You agree to submission of any dispute to the state and federal courts of the State of California and County of Santa Clara, USA.

  9. General Terms.

    No modification to the Terms will be binding, unless in writing and signed by an authorized FXPAL representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You agree that any material breach of Sections 1, 2, 3, and 4 of the Terms will result in irreparable harm to FXPAL for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, FXPAL will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if FXPAL seeks such an injunction.

    Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect. FXPAL's performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of FXPAL's right to comply with governmental, court, and law enforcement requests or requirements relating to Your use of the TalkMiner Service or information provided to or gathered by FXPAL with respect to such use.

    A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Copyright © 2010 FXPAL. All Rights Reserved.

Effective Date: May 14, 2010

DB2/21524763.3