TERMS OF USE

Important Legal Notices and Terms of Access and Use

This page states the Terms of Use (“Terms”) under which you (“You”) may use the Site and the Site Services (each as defined below), including without limitation, the TrackWise User Group Portal and the Solutions Support Portal. These Terms include the Sparta Privacy Policy, which is incorporated into these Terms by reference.

These Terms constitute a binding agreement between You and Sparta Systems, Inc. (“Sparta”), and are deemed accepted by You each time that You use or access the Site or Site Services. If You do not accept the Terms stated here, do not use the Site or the Site Services.

The content, information, documents, organization, gathering, compilation, presentation, and all other aspects of the website at www.spartasystems.com (the “Site”) are the work of Sparta Systems, Inc. (“Sparta”) and/or its third party providers and are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. This Site and its contents contain general background information only and none of the information constitutes a representation or warranty by Sparta Systems or its affiliates, licensors or suppliers.

The Site includes certain features and services, including a Solutions Support Portal accessible via a link on the home page of the Site and TrackWise User Group Portal accessible by clicking the TUG Portal tab on the home page of the Site (collectively, the “Site Services”). Each Site Service requires users to create an account and/or individual profiles, which may include personal information (“Profiles”), and to make these Profiles, or aspects thereof, public.

Sparta may revise these Terms at any time by posting an updated version to this Web page. You should visit this page periodically to review the most current Terms because they are binding on You.

Users who violate these Terms may have their access and use of the Site and/or Site Services suspended or terminated, at Sparta’s discretion.

You must be 13 years of age or older to visit or use this Site in any manner, and, if under the age of 18 or the age of majority as that is defined in Your jurisdiction, You must use the Site under the supervision of a parent, legal guardian, or other responsible adult.

1. Use of Materials and Intellectual Property Rights

The entire contents of this Site (“Sparta Content”) are subject to copyright protection. All Sparta Content is the property of Sparta or its licensors. You may not copy the contents of this Site other than for non-commercial individual reference with all copyright or other proprietary notices retained, and thereafter the contents may not be recopied, reproduced or otherwise redistributed. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in this Site or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of Sparta. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of Sparta, its affiliates or licensors or any third party. Sparta prohibits the use of any Sparta trademark, or any related graphic, as a “hot link” to any website unless approved by Sparta.

Sparta Systems, Inc. (and the Sparta Systems logos) and TrackWise (and the TrackWise Logos) and all other product names, whether or not appearing in large print or with the trademark symbol, are trademarks of Sparta, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes.

Use of the Site Services.

When You access the Site to use the TUG Portal or Solutions Support Portal, You will be asked to create an account and provide Sparta with certain information including, without limitation, a valid email address (Your “Information”).

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any content placed by You on the Site.

You understand and acknowledge that You have no ownership rights in Your account and that if You cancel Your Sparta account or Your Sparta account is terminated, all Your account information from Sparta, including Profiles will be marked as deleted in and may be deleted from Sparta’s databases and will be removed from any public area of the Site. Information may continue to be available for some period of time because of delays in propagating such deletion through Sparta’s web servers. In addition, third parties may retain saved copies of Your Information.

Sparta reserves the right to delete Your account and all of Your Information after a significant duration of inactivity.

The Site Services may be used only by TrackWise customers and in the case of the TUG Portal, by prospective customers. The term “post” as used herein shall mean information that You submit, publish or display on the TUG Portal, the Solutions Support Portal or otherwise on the Site.

All users agree to not:

(a) transmit, post, distribute, store or destroy material, including without limitation Sparta Content, in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Sparta’s privacy policy;

(b) violate or attempt to violate the security of the Site including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(d) aggregate, copy or duplicate in any manner any of the Sparta Content or information available from the Site, other than as permitted by these Terms;

(e) frame or link to any Sparta Content or information available from the Site, unless permitted by these Terms;

(f) post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Terms, such as making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating media;

(g) share with a third party any login credentials to the Site Services;

(h) access data not intended for You or logging into a server or account which You are not authorized to access;

(i) post or submit to the Site any incomplete, false or inaccurate biographical information or information which is not Your own;

(j) solicit passwords or personally identifiable information from other users;

(k) delete or alter any material posted by any other person or entity;

(l) harass, incite harassment or advocate harassment of any group, company, or individual;

(m) send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting and/or advertising products or services to any user, or contact any users that have specifically requested not to be contacted by You;

(n) attempt to interfere with service to any user including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”;

(o) promote or endorse an illegal or unauthorized copy of another person’s copyrighted work; or

(p) use the Site Services for any unlawful purpose or any illegal activity, or post or submit any content that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined by Sparta’s discretion.

Postings on the TUG Portal, Solutions Support Portal or otherwise on the Site may not contain:

(a) any hyperlinks, other than those specifically authorized by Sparta;

(b) inaccurate, false, or misleading information;

(c) material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18. or

(d) the sale, promotion or advertisement for products or services.

Sparta reserves the right to remove any content from the Site, which in the reasonable exercise of Sparta’s discretion, does not comply with the above Terms, or if any content is posted that Sparta believes is not in the best interest of Sparta.

If at any time during Your use of the Site Services, You made a misrepresentation of fact to Sparta or otherwise misled Sparta in regards to the nature of Your business activities, Sparta will have grounds to terminate Your use of the Site Services.

3. User Content and Submissions.

You understand that all information, data, text or other materials submitted, posted or displayed by You on or through the Site (“User Content”) is the sole responsibility of the person from which such User Content originated. Sparta claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content you submit, post or display on or through Sparta and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Sparta, you grant Sparta a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through Sparta. In addition, by submitting, posting or displaying User Content which is intended to be available to TrackWise customers or prospective customers or the general public, you grant Sparta a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting Sparta and its services. Sparta will discontinue this licensed use within a commercially reasonable period after such User Content is removed from Sparta. Sparta reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.

If You post User Content on the Site, You also permit any user to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Site retains any and all rights that may exist in such User Content. Sparta may review and remove any User Content that, in its sole judgment, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Site. Sparta reserves the right to expel users and prevent their further access to the Site and/or use of Site Services for violating the Terms or applicable laws, rules or regulations. Sparta may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Sparta, damage Sparta’s brand or public image, or cause Sparta to lose users or customers.

Sparta does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by users nor does Sparta endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at Your own risk.

We appreciate hearing from our users and welcome Your comments regarding our Site Services and the Site. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those which we have specifically requested. While we do value Your feedback on our services, please be specific in Your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the “Submission”), the Submission shall be the property of Sparta. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. Sparta shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to You or any other person.

4. Identification Of Agent To Receive Notification And Elements Of Notification Of Claimed Copyright or Trademark Infringement.

If You believe that Your copyrighted work or trademark has been uploaded, posted or copied to any Sparta Site and is accessible on such Sparta Site in a way that constitutes copyright or trademark infringement, please contact Sparta’s Legal Department as follows:

By Mail:

Sparta Systems, Inc.
2000 Waterview Drive, Suite 300
Hamilton, NJ 08691

Attn: Legal Department

5. Policy Regarding Termination Of Users Who Infringe The Copyright Or Other Intellectual Property Rights Of Others.

Sparta respects the intellectual property of others, and we ask our users to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners rights. As a condition to Your use of the Site, You agree not to use the Site to infringe the intellectual property rights of others in any way. Sparta reserves the right to terminate the accounts of any users, and block access to the Site of any users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Sparta reserves the right, in its sole discretion, to take these actions to limit access to the Site and/or terminate the accounts of, at any time, in our sole discretion, users who infringe any intellectual property rights of others, whether or not there is any repeat infringement, with or without notice, and without any liability to the user who is terminated or to the user whose access is blocked. Notwithstanding the foregoing, in the event that You believe in good faith that a notice of copyright infringement has been wrongly filed against You, please contact Sparta’s Legal Department as set out above.

6. Sparta’s Liability.

The Site acts as, among other things, a venue for customers and potential customers to learn about the TrackWise software and Sparta professional services. The Solutions Support Portal provides a venue for TrackWise customers to request product support.

The TUG Portal provides a venue for the exchange of ideas and user experiences and allows customers to discuss common goals and objectives for TrackWise enhancement, promotion of best practices and sharing of information. Sparta does not screen or censor the User Content on the Site. Sparta is not involved in the actual communications between users. As a result, Sparta has no control over the accuracy, reliability, completeness, or timeliness of User Content submitted on the Site and makes no representations about any User Content on the Site.

Note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other users with whom You come in contact through the Site. By its very nature other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using the Site.

Although Sparta attempts to authenticate all users of the Site Services, user authentication on the Internet is difficult and Sparta cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on the Site, in the event that You have a dispute with one or more users, You release Sparta (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Sparta encourages You to keep a back-up copy of any of Your User Content. To the extent permitted by law, in no event shall Sparta be liable for the deletion, loss, or unauthorized modification of any User Content.

If You believe that something on the Site violates these Terms please contact our designated agent set forth in Section 4 above.

If notified of any content or other materials which allegedly do not conform to these Terms, Sparta may in its sole discretion investigate the allegation and determine whether to remove or request the removal of the content. Sparta has no liability or responsibility to users for performance or nonperformance of such activities.

7. Disclaimer

TO THE FULLEST EXTENT POSSIBLE BY LAW, SPARTA DOES NOT WARRANT THAT ANY SPARTA SITE OR ANY SITE SERVICES WILL OPERATE ERROR-FREE OR THAT ANY SPARTA SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. THE INFORMATION ON THIS SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INFORMATION ON THIS SITE MAY BE INACCURATE OR INCOMPLETE AND MAY BE CHANGED WITHOUT NOTICE.

In no event shall sparta, its affiliates, licensors, suppliers, or any third parties mentioned at this site be liable for any damages whatsoever (including, without limitation, incidental, punitive or consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the site and the materials on the site, whether based on warranty, contract, tort, or any other legal theory, and whether or not sparta is advised of the possibility of such damages. In no event shall sparta’s total liability to you for all damages, losses, and causes of action (whether in contract, tort, including without limitation negligence, or otherwise) exceed the amount paid by you, if any, for accessing this site.

8. Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, or the content provided on or through the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the software, products or services of Sparta in violation of any such restrictions, laws or regulations, or without all necessary approvals.

9. International Use
Sparta makes no claims that information on the Site is appropriate or may be lawfully viewed, accessed or downloaded outside of the United States. Information submitted to the Site will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law and Sparta’s Privacy Policy. Access to the content on the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You also acknowledge and agree that Sparta may collect and use your information and disclose it to other entities outside your resident jurisdiction. By submitting your information to the Site, you acknowledge that you consent to the transfer of such information outside your resident jurisdiction.

10. Indemnity

You agree to defend, indemnify, and hold harmless Sparta, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to the Site, (ii) Your use of any Sparta Content, or (iii) Your breach of these Terms. Sparta shall provide notice to You promptly of any such claim, suit, or proceeding.

11. Links to Other Sites
The Site contains links to third party web sites. Sparta has no control over such web sites and is not responsible for the availability of such external web sites. Sparta does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such third party web sites linked from the Site. Sparta does not make any representations regarding the content or accuracy of materials on such third party web sites and your use of third party web sites is at your own risk and subject to the terms and conditions and policies and procedures of such sites.

12. User Responsibility to Protect against Viruses

Sparta has no intention of distributing any electronic materials designed to deliberately cause errors in or disrupt use of any computer system. However, it is your responsibility to take precautions to ensure that whatever you may download from this Site is free of such items as viruses and other items of a destructive nature.

13. Governing Law and Jurisdiction

This Site is controlled by Sparta Systems from its offices in Hamilton, New Jersey, in the United States of America. All matters relating to access to, or use of, this Site shall be governed by the laws of the State of New Jersey and the United States. Any legal action or proceeding relating to access to, or use of, this Site or the information it contains shall be subject to the exclusive jurisdiction of the state and federal courts located in New Jersey. By accessing or using this Site, you agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

These Terms will remain in full force and effect while You are a user of the Site. Sparta reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of Your User Content from the Site and immediate termination of Your ability to access the Site and/or Site Services provided to You by Sparta, upon any breach by You of these Terms or if Sparta is unable to verify or authenticate any information You submit to the Site Services registration. Even after You are no longer a user of the Site, certain provisions of these Terms will remain in effect, including Sections 1, 3, 5, 6, 7, 10, 11 and 13.