Terms of Use

Brooktrout Technology, Inc. Terms of Use
Date Revised and Posted: June 19, 2001

Brooktrout Technology, Inc., a subsidiary of Brooktrout, Inc., and Brooktrout, Inc. (together, "Brooktrout Technology") provide this web site, located at URL http://www.cantata.com, all associated web pages maintained by us (the "Site") and the information provided on the Site (the "Content"), to you and your employees, representatives and agents, if applicable (collectively, "you"), subject to the following terms and conditions contained in this Terms of Use Agreement ("Agreement"). By using this Site, you agree that you have freely and voluntarily entered into this Agreement and have read and understood each and every provision, including, but not limited to, your rights, obligations, and applicable terms and conditions as set forth in this Agreement. If you do not agree to be legally bound by this Agreement, you should exit this Site immediately.
We reserve the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Site. Unless otherwise specified, those changes shall be effective upon posting. It is your obligation to review changes in this Agreement, and you agree that your continued use of the Site after the posting of any revised Agreement constitutes your agreement to be bound by the revised Agreement.

Permitted Use

Brooktrout Technology grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable right to access, use and display this Site and the Content on any computers or other electronic display device of which you are a user, for your personal or internal business use only, subject to all terms and conditions of this Agreement. You agree to use the Site and Content only for lawful purposes and for the Permitted Uses. No other use of the Site or the Content is authorized. You are prohibited from any use of the Content or Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable laws or regulations or this Agreement. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. You may print copies of the Content, provided that these copies are made only for personal or internal business use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. You shall not store electronically any significant portion of any Content.

Information You Provide

As a convenience to you, Brooktrout Technology may permit you to submit certain communications or information to us through our Site to enable you to obtain additional information about our products and services, or to suggest ways we can improve our Site. You acknowledge and agree that Brooktrout Technology has no obligation to respond to any such submissions and may delete them. Please do not send us any other communications, including those containing, ideas, concepts, know-how or techniques (collectively, "Unsolicited Communications"). Any such Unsolicited Communications will be considered non-confidential and non-proprietary, and Brooktrout Technology and its affiliates are free to use such Unsolicited Communications for any purpose whatsoever. By submitting an Unsolicited Communication, you grant Brooktrout Technology a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, display, distribute, transmit, sublicense, create derivative works from, transfer and sell such Unsolicited Communication.

Login and Password

In the event that Brooktrout Technology provides you with a login and password, you understand and agree that it is your responsibility to keep your login and password confidential. You are solely responsible for all activity, whether authorized or not, occurring through the use of your login and password and must notify us immediately of any actual or suspected theft or unauthorized use or disclosure of your login or password.

Monitoring of the Site

We have the right, but not the obligation, to monitor the Site and to disclose any information as we deem necessary or appropriate, including without limitation, to satisfy any law, regulation or other governmental request, to operate the Site, or to protect ourselves or other users of the Site.

Notice of Trademark Rights, Copyright and Rights in Proprietary Materials

"Brooktrout" and "Brooktrout Technology" (including the Brooktrout and Brooktrout Technology logos), along with the various names of the products identified on our Site, are trademarks or registered trademarks (collectively the "Brooktrout Technology Trademarks") of Brooktrout Technology. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks owned by others. Nothing on this Site should be construed as granting any license or right to use any of the Brooktrout Technology Trademarks or other trademarks displayed on this Site without the prior written permission in each instance of Brooktrout Technology and/or the owner(s) of such other trademarks. All goodwill generated from the use of the Brooktrout Technology Trademarks on any web site will inure to our benefit. The Site also contains material protected by copyrights or other proprietary rights and laws, including, but not limited to, text, software, graphics and images (collectively, the "Proprietary Material") and such material is owned by Brooktrout Technology or its licensors. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of Brooktrout Technology and/or the relevant rightholder.
If you believe, in good faith, that any materials on the Site infringe your copyrights, you should send us a notice of claimed copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2) (a portion of the "Digital Millennium Copyright Act"), at:

Brooktrout Technology, Inc.
Attn: Legal Department
Phone: (781) 449-4100
Fax: (781) 449-9009
Email: info@cantata.com

No Framing or Linking Allowed

Except as otherwise provided in this Agreement, no part of this Site may be copied or imitated in whole or in part by any means, including but not limited to, the use of framing or mirrors. None of the Content or our Site may be retransmitted without the express written consent of Brooktrout Technology, nor may it be used on any other site or in any networked computer environment. We prohibit use of any of the Brooktrout Technology Trademarks as part of a link to or from any site unless such a link is approved in advance by us in writing.

Privacy

Your privacy is of great importance to us. All information gathered from you related to your use of the Site will be governed by our Privacy Policy.

Third-Party Sites

As a convenience to you, this Site may provide links to third-party websites ("Third-Party Sites") through links available on this Site, including websites of companies that have a relationship with Brooktrout Technology. Our decision to link to a Third-Party Site is not an endorsement of the third-party or the content in that linked Third-Party Site. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD-PARTY SITE, NOR DO WE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONTENT (OR THE ACCURACY OF SUCH CONTENT) ON ANY THIRD-PARTY SITES, AND SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns to the Third-Party Sites' administrator or webmaster.

Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF BROOKTROUT, INC., BROOKTROUT TECHNOLOGY, INC. ANY OF THEIR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") GUARANTEES THE TIMELINESS, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT. NONE OF THE COMPANY PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THIS SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. ALL OF THE COMPANY PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE COMPANY PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE.

Limitation of Liability

YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF OUR SITE IS TO STOP USING OUR SITE. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING: LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; OR THIRD-PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE COMPANY PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD-PARTY, WITH THIS AGREEMENT OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS.

THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (i) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COMPANY PARTY; OR (ii) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT OR ANY OTHER THEORY OF LEGAL LIABILITY, AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE STATES, THE COMPANY PARTIES' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY PARTIES' AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.).

Indemnification

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all actions (including third-party actions and claims), demands, costs, claims, losses, liabilities, damages and expenses, including reasonable legal fees, arising out of the access to, use or misuse of this Site by you or any other person using your login and password, or from your breach of or misrepresentation under this Agreement or arising in any manner out of your acts or omissions on behalf of or relating to any third-party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without relieving you of your indemnity obligations, and in that event, you agree to cooperate with our defense of the claim.

Termination

You acknowledge and agree that Brooktrout Technology may suspend or terminate your access to and use of the Site at any time, with or without cause, in Brooktrout Technology's absolute discretion and without notice, including for any breach of this Agreement. The relevant version of this Agreement shall continue to apply to all prior use of the Site. The following paragraphs of this Agreement shall survive termination of your use or access to the Site: paragraphs concerning Indemnification, Disclaimer of Warranties, Limitations of Liability, Termination and General Provisions and any other provision that by its terms survives termination of your use of or access to the Site.

General Provisions

Failure by Brooktrout Technology to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules. All claims and disputes arising out of this Agreement, or your use of the Site and/or the Content, other than action for specific performance or injunctive relief brought by Brooktrout Technology, shall be exclusively brought in the federal, state, or local courts located in Boston, Massachusetts and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. This Agreement constitutes the entire agreement between you and Brooktrout Technology with respect to the Site and supersedes all prior agreements or understandings, whether written or oral, between you and Brooktrout Technology with respect to the Site. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect. Not all products and services on this Site are available in all jurisdictions. If you are using this Site from outside of the United States, you are responsible for ensuring that your use of the Site is in compliance with the law of national jurisdiction. This Agreement inures to the benefit of Brooktrout Technology, its successors and assigns.