Website Terms and Conditions of Use

Last Updated August 31, 2018

ATTENTION: Please read these Terms and Conditions of Use (“Terms”) carefully which sets forth the legally binding terms of use of the Harris Govern Knowledge Base website, including the web pages located on the domain kb.harrisgovern.com (collectively, the “Website”). These Terms as well as our Disclaimer and Privacy Notice, which can be found at our Terms of Use page and are incorporated herein by reference, apply to all Users (as that term is defined below) of the Website.

Eligibility

The Website is offered and available to Users who are 13 years of age or older and who are existing customers of N. Harris Computer Corporation (“Harris”) who have a valid maintenance and support agreement in place with Harris. By using the Website, you represent and warrant that you meet all of the foregoing eligibility requirements.

BY ACCESSING OR USING THE WEBSITE, WHETHER YOU (AND YOUR ORGANIZATION) ARE JUST VISITING THE WEBSITE (A “VISITOR”) OR HAVE REGISTERED TO BECOME A MEMBER (A “MEMBER”), (IN EITHER CASE A “USER”), YOU (AND YOUR ORGANIZATION) SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR DISCLAIMER. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS, YOU WILL HAVE NO RIGHT TO USE THE WEBSITE AND YOU MUST LEAVE THE WEBSITE IMMEDIATELY. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THESE TERMS AND OUR DISCLAIMER CONTAIN CERTAIN WAIVERS OF LEGAL RIGHTS, INDEMNITIES, LIMITATIONS OF LIABILITY, AND DISCLAIMERS.

YOUR ACCEPTANCE OF THESE TERMS ARE ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU ARE AN EMPLOYEE, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF SUCH ENTITY AND SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS. ACCORDINGLY, THE TERM “YOU” AND “YOUR” AS USED IN THESE TERMS INCLUDE ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT.

Modifications

Harris may modify these Terms from time to time and such modification shall be effective upon Posting (as that term is defined below) by Harris on the Website. The date on which the latest update was made is indicated at the top of this document. Your use of the Website after any such modification is Posted will constitute your binding acceptance of these Terms, including any modifications that we may make. It is therefore important that you review these Terms regularly to ensure you are aware of and understand any changes.

Harris reserves the right, at any time and from time to time with or without notice, to temporarily or permanently modify or discontinue the Website or its Content (as that term is defined below). You agree that Harris shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website or its Content.

Exclusions and Limitations

The information presented on or through the Website is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Please contact us using the Contact page on the Website if you have questions about the information presented on the Website.

Content

“Content” is defined as any text, files, images, photos, video, ideas, concepts, algorithms, software code, designs, technical information, know-how, processes, techniques, formulae, specifications, configurations, creative material, works of authorship or any other information or materials Posted to the Website.

“Intellectual Property Right” is defined as any proprietary right including, but not limited to, those provided under: (a) patent law; (b) copyright law; (c) trademark law; (e) design patent or industrial design law; or (d) any other statutory provision or common law principle applicable to the Website and its Content, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how.

“Posting” “Post” “Posted” is defined as submitting, transmitting, displaying, publishing or otherwise making available.

Member Content

In consideration of your right to access the Website and benefit from its Content in connection with your use of Harris products and services pursuant to your written agreement with Harris, you agree to the following:

(a) Worldwide License. By Posting any Content on or through the Website, you hereby grant to Harris and all other Users of the Website a worldwide, transferable, sub-licensable, non-exclusive, royalty-free, fully paid up, perpetual and irrevocable license to use, store, modify, create derivative works of, publicly perform, publicly display, reproduce, modify, adapt, translate, display and distribute such Content (in whole or in part) and to do any act which, if committed without the proper authorization of the owner would constitute an infringement of an Intellectual Property Right of the owner provided that, to the extent any such Content includes Harris Content, the foregoing shall not apply and your rights are limited to those license rights granted by Harris below with respect to Harris Content.

(b) Representation and Warranty. You represent and warrant to Harris that (i) you own the Content Posted by you on or through the Website or otherwise have the necessary rights to grant the license set forth above; and (ii) the Posting of your Content on or through the Website does not violate the privacy rights, publicity rights, Intellectual Property Rights, contract rights or any other right of any person.

(c) Feedback. Any feedback provided to us regarding the Website or its Content may be used by us without restriction or accounting to you, including our utilization of such feedback in products, services or marketing or other collateral. If you do not agree to the foregoing, do not send us or Post any such materials.

(d) Moral Rights. By Posting any Content on or through the Website, or by submitting feedback to us, you hereby irrevocably waive, and shall cause your personnel, agents, contractors and subcontractors to irrevocably waive in writing, in favour of Harris and the Users, any and all moral rights you may have in and to the Content Posted, or feedback submitted, by you as applicable, arising under the Copyright Act.

(e) Waiver of Other Rights. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU POST OR SEND US ANY CONTENT OR FEEDBACK, YOU AGREE NOT TO ASSERT ANY OWNERSHIP RIGHT OF ANY KIND IN YOUR SUBMISSION (INCLUDING, BUT NOT LIMITED TO COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, UNFAIR COMPETITION, MORAL RIGHTS OR IMPLIED CONTRACT) AND YOU WAIVE YOUR RIGHT TO RECEIVE ANY FINANCIAL OR OTHER CONSIDERATION IN CONNECTION WITH SUCH SUBMISSION INCLUDING, BUT NOT LIMITED TO, CREDIT AND ANY RIGHT OF SET-OFF.

Harris Content.

All content Posted by Harris on the Website, including without limitation, Content, documents, graphics, logos, button icons, design elements, technology, products, software, product related information, works in progress, business and operations materials, product plans, audio, and all other material originated or Posted by us on the Website, are owned by Harris or its content licensors or suppliers (“Harris Content”). Harris Content is protected by copyright, trademark, patent, trade secret and other Canadian and United States laws and international treaties, and Harris owns and retains all Intellectual Property Rights and other rights in and to the Harris Content. All Harris Content which is confidential in nature or that is treated as confidential by Harris and is otherwise not readily available to the general public shall be deemed confidential information of Harris and shall not be disclosed to any third party without Harris’ express written consent.

Use.

These Terms permit you to use the Website and its Content exclusively for business use as it relates to your relationship with Harris, and your personal and other non-commercial use. You may print or download information from the Website only for business use as it relates to your relationship with Harris, and your own personal and other non-commercial use, and not for further reproduction, publication or distribution, provided you keep intact all copyright and other proprietary notices.

Trademarks

“Govern”, “N. Harris Computer Corporation” and the Harris logo are trademarks of N. Harris Computer Corporation and may be registered in certain jurisdictions. Other Website graphics, logos, page headers, button icons, scripts and service names are trademarks or trade names of Harris. All other trademarks not owned by Harris that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Harris. The display of trademarks and trade names on the Website does not convey or create any license or other rights in the marks or names. Any use of them is strictly prohibited. All Rights Reserved.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to: (i) use the Website in any way that violates federal, state, local or international law or regulation; (ii) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (iii) attempt to gain unauthorized access to, interfere with, damage, disrupt or circumvent any of the security features of any part of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; and (iv) otherwise attempt to interfere with the proper working of the Website.

Responsibility for and Removal of Content

You are solely responsible for the Content that you Post on the Website and any material or information that you transmit to other Members and your interactions with other Users. Harris does not endorse and has no control over the Content. Content is not necessarily reviewed by Harris prior to Posting and does not necessarily reflect the opinions or policies of Harris.

Harris may delete any Content that, in the sole opinion of Harris, violates these Terms or which may be offensive, be illegal, violate the rights, harm, or threaten the safety of, any person. Harris assumes no responsibility for monitoring the Website for inappropriate Content or for the conduct of the User submitting any such Content and Harris assumes no obligation to modify or remove any inappropriate Content. Harris may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing.

Digital Millennium Copyright Act

It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information, see our full DMCA notice at https://copyright.gov/onlinesp/.

Links to the Website

You may not create a link to any page of the Website without our prior written consent. If you do create a link to a page of the Website, you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.

Third Party Websites

Through the Website you are able to link to other websites that our business partners and other third parties own or operate. Your use of any third party website is subject to the terms and conditions, if any, Posted on the third party website. We have no control over the nature, content and availability of third party websites. The inclusion of any links or content does not imply a recommendation or endorsement of the material, link, the views expressed within the website or the companies that own or control the third party website.

Password

When you sign up to become a Member, you will be assigned a password. You agree to treat a user name, password, or any other piece of information as part of our security procedures, as confidential. You agree not to use the account, username, or password of another Member at any time or to disclose your password or other security information to any third party. You agree to notify Harris immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Availability

To access the Website you may be asked to provide certain registration details or other information. It is a condition of your use that all such information is correct, current and complete. You All information you provide to the Website or to us is governed by our Privacy Notice.

Geographic Restrictions

Harris makes no representations that the information on the Website is appropriate or available for use in all locations. Use of or access to the Website may not be legal by certain persons or in certain countries. By using or accessing the Website, you do so on your own initiative and are responsible for compliance with applicable local laws.

By using or accessing the Website, you consent to the transmission of your personal information, including your name, email address, user id, password, and any other personal or non-personal information we may collect from you, to Canada and/or the United States, and to the extent permitted by applicable law, you accept all liability and responsibility arising from the transmission of such information to Canada and/or the United States.

Indemnification

You agree to defend, indemnify and hold harmless the Harris Entities (as that term is defined in our Disclaimer) and their successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, (i) any use of the Harris Content or services other than as expressly authorized in these Terms; (ii) any Content that you Post; (iii) your use of any other Content or information obtained from the Website; and (iv) your violation of any rights of any person.

Governing Law

Harris is headquartered in the Province of Ontario, Canada. If there is a dispute about the Website or these Terms, you agree that the dispute shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the courts located in the City of Ottawa, Province of Ontario. The parties hereby expressly waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with these Terms.

General

Nothing in these Terms limits either party’s ability to seek equitable relief. Harris shall be entitled to reasonable attorneys’ fees and costs in connection with enforcing any provision of these Terms. No waiver by Harris of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure by Harris to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms constitute the entire agreement between you and Harris with respect to the Website, and supersedes all previous written or oral agreements. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third party content providers and their respective agents shall be limited to the greatest extent permitted by law.

Contact Information

Please contact us using the Contact Us page on the Website if you have feedback, comments, questions, or other communications relating to the Website.