METACOMMUNICATIONS
DEVELOPER CENTER TERMS OF USE

IMPORTANT--READ CAREFULLY: THIS METACOMMUNICATIONS DEVELOPER CENTER TERMS OF USE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND METACOMMUNICATIONS, INC. ("METACOMMUNICATIONS"). BY VISITING THE METACOMMUNICATIONS DEVELOPER CENTER WEBSITE, YOU AGREE THAT YOUR VISITING AND USE OF THE WEBSITE IS GOVERNED BY THE LEGALLY BINDING TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR ORGANIZATION TO THIS AGREEMENT, AND THE TERMS "YOU" AND "YOUR" WILL REFER TO THAT COMPANY OR ORGANIZATION. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT HAVE THAT AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE AND YOU MUST LEAVE THE METACOMMUNICATIONS DEVELOPER CENTER.


  1. DEFINITIONS:
    • "Developer Center" means the MetaCommunications website which includes user forums, a "Solution Exchange", documentation and other resources.
    • "Solution Exchange" is incorporated into the Developer Center and serves as a mechanism for sharing "Solutions" in the form of Solution Libraries, electronic files, and/or documentation.
    • "Solution Libraries" are electronic files used to encapsulate and transfer reports, scripts, forms, privileges, finds, and other functionality.
    • "Fee Based" indicates a Solution is licensed under a paid fee. Fee Based may be indicated using various terminology in the Developer Center.
    • "User Forums" are electronic discussion areas open to users of the Developer Center.
    • "You" or "Your" means the person accepting this Agreement or, if accepting this Agreement on behalf of a company or other organization, that company or organization.
    • "MetaCommunications" means the Iowa Corporation, MetaCommunications, Inc., located at 1210 S. Gilbert St., Iowa City, IA 52240.
    • "Software Product" means any software product or service offered by MetaCommunications.
  2. RESPONSIBILITIES:
    • You acknowledge that You are solely responsible, and that MetaCommunications shall have no responsibility or liability of any kind, for the content, development, or use of Your Solution, User Forum posts, or other materials posted by You.
    • You represent and warrant that Your Solution and other posts to the Developer Center do not and will not infringe the rights or any copyright, patent, trademark, trade secret or other intellectual property right of any person or entity.
    • Your Solution and other posts to the Developer Center will not be contain any virus, worm, Trojan horse, spyware, adware or other malicious code and shall not contain offensive, profane, obscene, defamatory, or fraudulent materials.
    • You will comply with all applicable local, state, national and international laws and regulations.
  3. PERMISSION TO LIST YOUR SOLUTIONS:
    Subject to the terms of this Agreement, MetaCommunications permits You to list Your Solutions on the Solution Exchange. MetaCommunications reserves the right for any reason to revoke this permission and refuse to list Your Solution(s). MetaCommunications also reserve the right to remove Solutions for any reason.
  4. LICENSES:
    • You grant to MetaCommunications a nonexclusive, worldwide, fully paid-up, royalty-free license, in perpetuity to publish, use, distribute, make derivative works with or without attribution, promote, and use in MetaCommunications marketing materials any Solution or material You post to the Developer Center Solution Exchange. You represent and warrant that You own or possess all intellectual property and other rights necessary to grant MetaCommunications this license.
    • MetaCommunications grants to You a nonexclusive, worldwide, fully paid-up, royalty-free license, for the Solutions or materials MetaCommunications owns and posts to the Developer Center Solution Exchange and not marked “Fee Based”, contain or reference a license agreement, contain or reference a copyright notice that is more restrictive than Section 4 of this Agreement, or are offered for sale. MetaCommunications Solutions must be used exclusively with Software Products. You may (a) modify MetaCommunications Solutions; (b) Redistribute MetaCommunications Solutions as part of Your own Solutions. You are expressly restricted from (a) selling MetaCommunications Solutions; (b) reverse engineering MetaCommunications Solutions in any way for any alternative use; (c) making derivative works for sale, use, or inclusion in any third party product or application, or in conjunction with any product or application, which competes with MetaCommunications, as exclusively determined by MetaCommunications.
  5. Forum Rules, Policies, and Guidelines for Participation: By posting any content to the forums or interacting with the Developer Center in any fashion, You hereby agree to the rules, policies, and guidelines described below.
    • Be kind. Abusive or derogatory posts about any person or entity are not tolerated and will be removed.
    • Be helpful. Before clicking "Post", ask yourself, "Does this contribute value to the discussion?"
    • Be patient. These forums are not a venue to access MetaCommunications Support, and the participants in the forums are volunteering their time. As such, there is no guarantee of a speedy response to a post.
    • Do not post unsolicited advertisements for products or services You are offering in exchange for payment. If You believe another user may benefit from a service or product that You offer for sale, You may contact them via the private user-to-user messaging available in the site. While specific exceptions to this may be made in the future, this is the current policy. Any complaints of abuse will be thoroughly investigated and adjudicated by MetaCommunications.
    • Legal Ownership of Forum Posts. Each message is owned by and is the opinion of the original poster. MetaCommunications does not endorse the opinions or content expressed in any post. Furthermore, MetaCommunications is not liable for anything posted to these forums.
    • Restricting Access and Removing Content. MetaCommunications reserves the right to remove any post, at any time, for any reason. Furthermore, MetaCommunications reserves the right to ban any user from accessing or participating in the site, for any reason.
  6. WARRANTY DISCLAIMER:
    WE MAKE NO WARRANY OR GUARANTEES REGARDING YOUR USE OF OUR PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METACOMMUNICATIONS AND ITS AFFILIATES, LICENSORS AND SUPPLIERS PROVIDE THE DEVELOPER CENTER AND RELATED SOFTWARE AND SERVICES "AS IS" AND WITH ALL FAULTS AND DISCLAIM ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF METACOMMUNICATIONS HAS BEEN INFORMED OF SUCH PURPOSE), OF RELIABILITY OR AVAILABILITY, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE WITH REGARD TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE SOFTWARE PRODUCT, ANY DOCUMENTATION, AND ANY ACCOMPANYING HARDWARE. THE ENTIRE RISK AS TO THE QUALITY ARISING OUT OF THE USE OR PERFORMANCE REMAINS WITH YOU. NEITHER METACOMMUNICATIONS NOR ITS AFFILIATES, LICENSORS, OR THEIR RESPECTIVE EMPLOYEES WARRANT THAT USE OF THE DEVELOPER CENTER UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE.

    LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METACOMMUNICATIONS, ITS AFFILIATES, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTIONS, PERSONAL INJURY, LOSS OF PRIVACY, LOSS OF BUSINESS INFORMATION OR DATA, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DEVELOPER CENTER, WHETHER ALLEGED AS BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, TORTIOUS CONDUCT OR ANY OTHER CAUSE OF ACTION, EVEN IF METACOMMUNICATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL METACOMMUNICATIONS, ITS AFFILIATES, LICENSORS OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO YOU FOR MISTAKES, INACCURACIES, INCOMPLETENESS OF RESPONSES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, ANY FAILURE OF PERFORMANCE (INCLUDING FAILURE OF PERFORMANCE DUE TO OBSOLESCENCE OF THE SOFTWARE PRODUCT THAT MAY RESULT FROM CHANGES IN YOUR REQUIREMENTS), COMPUTER VIRUS (OR OTHER MALICIOUS PROGRAM), COMMUNICATION LINE FAILURE, INCOMPATIBILITY OF THE SOFTWARE PRODUCT WITH OTHER SOFTWARE, WHETHER ALLEGED AS BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, TORT OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF METACOMMUNICATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METACOMMUNICATIONS' AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION FOR DAMAGES OR LOSS (WHETHER DIRECT OR INDIRECT), SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE PRODUCT, IF ANY. THIS SECTION 6 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
  7. INDEMNITY: You agree to indemnify and hold MetaCommunications and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of content You submit to or publish on the Solution Exchange, or Your use of the Developer Center.
  8. PROPRIETARY RIGHTS:
    All title, ownership rights, and intellectual property rights in the Developer Center and its content shall remain with MetaCommunications and/or its licensors, if any. You acknowledge such ownership and intellectual property rights and agree not to take any action to jeopardize, limit, or interfere in any manner with MetaCommunications' or its licensors' ownership of or rights.
  9. GENERAL:
    MetaCommunications and You agree that this AGREEMENT constitutes the entire agreement between MetaCommunications and You concerning the use of the Developer Center. MetaCommunications and You further agree that: (a) This AGREEMENT shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods; (b) If any provision in this AGREEMENT should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this AGREEMENT if no such modification is possible, and other provisions of this AGREEMENT shall remain in full force and effect; (c) The controlling language of this AGREEMENT is English. If You have received a translation into another language, it has been provided for Your convenience only; (d) To be effective, any waiver of any provision of this AGREEMENT must be in writing and signed by the waiving party. No waiver by MetaCommunications of its rights under any provision of this AGREEMENT shall constitute a waiver of its rights under such provisions at any other time or a waiver of its rights under any other provision of this AGREEMENT. No failure by MetaCommunications to take any action as a result of any breach of this AGREEMENT or default by You shall constitute a waiver of MetaCommunications' right to enforce any provision of this AGREEMENT or to take action as a result of such breach or default or any subsequent breach or default by You; and (e) The headings to the sections of this AGREEMENT are used for convenience only and shall have no substantive meaning; (f) Upon notice to You, MetaCommunications may modify the terms and conditions of the Agreement at any time. You will have the right to either accept the modifications, or cancel Your account on the Developer Center and cease to use the website.
  10. GOVERNING LAW, JURISDICTION & WAIVER OF JURY TRIAL:
    This AGREEMENT shall be deemed to be made in the State of Iowa, USA, and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Iowa, USA, without regard to its choice of law principles. The District Court for Johnson County, State of Iowa, and the United States District Court for the Southern District of Iowa shall have sole and exclusive jurisdiction and venue over any dispute arising out of this AGREEMENT. You hereby consent to such jurisdiction and venue. METACOMMUNICATIONS AND YOU WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY SUIT OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. This waiver of the right to a jury trial is made to avoid the expense of a jury trial and to expedite any litigation that may arise between the parties with respect to this AGREEMENT.

Rev. 100803