ExactTarget Developer Community Terms of Use

ExactTarget Developer Community Terms of Use

Welcome to the ExactTarget Developer Community website (the “Site”), a service operated by ExactTarget, Inc. (“ExactTarget”).  These Terms of Use (this “Agreement”) between ExactTarget and you govern your use of the Site.  Your use of the Site constitutes your acceptance of all of the terms, conditions, and notices contained herein.  In consideration of your agreement to the terms and conditions set forth in this Agreement, ExactTarget grants to you a nonexclusive, nontransferable, limited, terminable license to access and use the Site under the terms and conditions set forth herein.  ExactTarget reserves all rights not expressly granted in this Agreement.

To improve our ability to serve you, we may make modifications, improvements, deletions, or amendments to the Site at any time we deem appropriate.  Any and all relevant portions of this Agreement will apply automatically to all modifications, improvements, deletions, and/or amendments as they appear. 

ExactTarget reserves the right at any time to modify the terms and conditions of this Agreement, or any part thereof, or to impose new conditions on the Agreement.  Except as otherwise stated herein, any modification to this Agreement shall be effective ten (10) days after it initially is posted on the Site.  Your use of the Site after any such change will be conclusively deemed acceptance of such change.  If any change is unacceptable to you, you may cease your use of the Site.  This Agreement may not otherwise be amended except in writing signed by you and a representative of ExactTarget.  This Agreement was last revised on May 17, 2011.

ExactTarget, through the Site, may make available for license or purchase ExactTarget products, services, and other materials (“ExactTarget Products”).  You hereby agree that any such purchase or licensing transaction involving ExactTarget Products shall be governed by all of the terms and conditions of the existing services agreement between you and ExactTarget, as may be amended from time to time in accordance with the provisions thereof.

1.         Registration and Restrictions

You must register to fully access and use the Site.  You can register using an Open ID provider, or you can create a unique participant username and a password.  You are responsible for safeguarding and maintaining the secrecy of your participant username and password at all times.  You agree to notify ExactTarget promptly of any unauthorized use of your participant username and password.  You will remain liable for any unauthorized use of your participant username and password. 

The nature of the Site may require information about you to be collected by ExactTarget.  You agree: (a) to voluntarily provide true, accurate, current, and complete information about yourself; and (b) to maintain and update this information to keep it true, accurate, current, and complete.  ExactTarget reserves the right to approve any participant and may in its sole discretion refuse to provide you with access to the Site.  You freely release all such information and give ExactTarget permission to verify any and all information given now or any time in the future.  By providing this information, you consent to the use of such information by ExactTarget in a manner consistent with the operation of the Site and consistent with this Agreement.  You agree that ExactTarget's use and disclosure of your participant information in accordance with the terms of this Agreement does not infringe your right of privacy or publicity or any other right, and you hereby release ExactTarget from any such claims.  You understand that ExactTarget does not routinely perform background checks on participants, and assumes no liability for the accuracy of participant information provided.  Information about ExactTarget’s privacy practices and use of information provided by users of its websites can be found in the ExactTarget Developer Community Privacy Statement..

The Site is open to individuals over the age of eighteen.  In addition, you agree to be responsible for (i) prohibiting use and/or access to the Site by those under the age of eighteen; and (ii) limiting access to your computer or the Internet to the extent necessary to restrict use of the Site to those over the age of eighteen.

The Site is provided for lawful purposes only.  You shall not post or transmit: (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law; (ii) any information or software which contains a virus, Trojan horse, worm, or other harmful component; or (iii) any information in violation of applicable law or which does not comply with applicable laws, rules, regulations or orders.

You shall not access or attempt to access password protected, secure, or non-public areas of the Site, except with the authorization of ExactTarget.  ExactTarget has no obligation to monitor the Site; however, you acknowledge and agree that ExactTarget has the right to monitor the Site from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request, to operate the Site properly, or to protect itself or the other participants or ExactTarget Associates (defined below). 

2.         Questions and Coments

The Site provides a discussion forum where participants may add questions to the community and post answers to previously asked questions.  While ExactTarget may moderate and answer questions from time to time, ExactTarget cannot control the content of any message of any participant in a thread, and is not responsible for any messages posted. Questions and answers will be reviewed by ExactTarget, but represent only the views of the individual participant.  However, ExactTarget has the right, but not the obligation, to review, modify, block, or delete any comments, messages, postings, or information accessible in any questions and/or answers. 

Each participant bears all risks associated with the use and/or reliance of or upon any comment, message, posting or information in a Discussion Forum.  ExactTarget may adopt and revise supplemental policies from time to time governing the conduct of participants in Discussion Forums.  Each participant acknowledges that participation in a Discussion Forum may result in unsolicited contacts that ExactTarget cannot prevent or control.

3.         Email

The Site provides an internal email feature where participants can communicate directly with each other through email.  While ExactTarget may moderate Developer Community email from time to time, ExactTarget cannot control the content of any email message of any Developer Community email user, and is not responsible for any messages sent using Developer Community email.  Messages sent by, and conduct of, Developer Community email users are not subject to control by ExactTarget and represent only the views of the individual user.  However, ExactTarget has the right, but not the obligation, to review, modify, block, or delete any message or information set through or accessible through Developer Community email. 

Each participant bears all risks associated with the use and/or reliance of or upon any comment, message, posting or information received through Developer Community email.  ExactTarget may adopt and revise supplemental policies from time to time governing the conduct of users of Developer Community email.  Each user acknowledges that use of Developer Community email may result in unsolicited contacts that ExactTarget cannot prevent or control.

4.         Third Party information; Links to Other Sites

The Site may contain windows or hyperlinks which provide access to other websites not affiliated with the Site or with ExactTarget (the “External Websites”), or to informational content provided by the External Websites.  Your use of such External Websites or informational content, while subject to the terms of this Agreement, is also subject to and governed by the terms and guidelines, if any, contained within such External Websites.  ExactTarget is not liable for and does not endorse nor make any representations or warranties concerning any informational content, products, services, software, or other materials available on such External Websites, even if a page or pages of the External Website is framed with a page of this Site.  ExactTarget is not responsible for the privacy practices or the content of External Websites.  For your protection, please refer to the terms of service and privacy policies of the respective External Websites.  You acknowledge, understand, and agree that ExactTarget shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such informational content, products, services, software, or other materials available on or provided by any External Website.

5.         Failure to Comply With Terms and Conditions; Termination

You acknowledge and agree that ExactTarget may terminate this Agreement or suspend or deny you access to all or part of the Site without prior notice for any reason satisfactory to ExactTarget, including but not limited to if you engage in any conduct or activities that ExactTarget in its sole discretion believes violate any of the terms and conditions set forth herein, violate the rights of ExactTarget, or are otherwise inappropriate.  In the event you cease to be an ExactTarget customer, your rights to use and access the Site immediately terminate without notice.

6.         Trademark and Copyright Policy; Confidentiality; Intellectual Property Rights

ExactTarget is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the materials (including, without limitation, the training materials, webinar materials and productions, white papers, and product descriptions; collectively “Materials”) and other content and/or information on or available through the Site, including but not limited to any screens appearing on the Site.  ExactTarget does not grant to any participant any license or other authorization to copy or use its trademarks, registered trademarks, service marks, copyrightable material, or other intellectual property, except as provided herein.  Various products and services described on the Site may carry registered or other trademarked symbols that are the sole property of their respective owners. 

You may view, print, and download portions of the Materials and other content and/or information on or made available through the Site solely in connection with your use of the Site and/or ExactTarget Products, and solely for your own use or records.  ExactTarget reserves the right to revoke this authorization at any time.  In printing or downloading Materials, content and/or information from the Site, you agree not to change or delete any proprietary notices, trademarks, and the like from any printed or downloaded content and/or information.  You agree that any Materials, content and other information made available through the Site is and shall be deemed the “Confidential Information” of ExactTarget.  All Materials, content and other information marked as “Confidential,” “Proprietary” or other similar designation shall conclusively be deemed Confidential Information of ExactTarget.  You agree to take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. You shall not make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except to those other employees of your company who have a need to know the Confidential Information and who agree to comply with the use and nondisclosure restrictions applicable to the Confidential Information under this Agreement.  You acknowledge that any unauthorized use or disclosure by you of the Confidential Information will cause irreparable damage to ExactTarget.  If ExactTarget becomes aware of your breach or threatened breach of this provision, ExactTarget may suspend any and all rights granted to you under this Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to ExactTarget.

Except as otherwise provided in this Agreement or as consented to in writing by ExactTarget, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other the Site, transfer, or sell any Material, content and/or information appearing on the Site.  Furthermore, you may not attempt to view, disclose, copy, reverse engineer, disassemble, decompile or otherwise examine the Site source code.  If you make use of the Site other than as authorized herein, you may be in violation of copyright laws and other laws of the United States and other countries, as well as applicable state laws, and may be subject to penalties and/or legal or equitable remedies available to ExactTarget or its licensors.

You shall not upload to the Site or otherwise provide copyrighted or other proprietary information to ExactTarget without permission from the owner of such material or such rights and shall be solely responsible for any damages resulting from such disclosures.  Individual users of the Site, including you, shall be solely responsible for obtaining such permission.  If you feel your copyrighted material appears on the Site without proper authorization, please follow the procedures outlined in our Notice to Copyright Owners.

ExactTarget shall own all right, title and interest, in any Inventions (defined below) submitted by you and other users of the Site including all intellectual property rights, in and to any inventions, developments, suggestions, improvements, processes, formulas, source and object code, data, programs, other works of authorship, discoveries, designs, techniques and other ideas, (hereinafter collectively referred to as “Inventions”).  To the extent, if any, that ownership in such Inventions does not automatically vest in ExactTarget by virtue of this Agreement or otherwise, you hereby transfer and assign to ExactTarget all rights, title, and interest which you may have in such Inventions.

If you submit an approved pre-existing Invention, ExactTarget is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such pre-existing Invention.  Notwithstanding the foregoing, you agree that you will not incorporate, or permit to be incorporated, pre-existing Inventions without ExactTarget’s prior written approval.

You hereby assign and agree to assign in the future (when any such Inventions are first reduced to practice or first fixed in a tangible medium, as applicable) to ExactTarget all your right, title and interest, including all of your right to receive and collect for past infringements, in and to any and all Inventions (and all copyright and other intellectual property rights with respect thereto) whether or not patentable or registrable under patent, copyright or similar statutes, made or conceived or reduced to practice or learned by you, either alone or jointly with others, in connection with the Site or which you otherwise provide to ExactTarget or through the Site or its other users.

You acknowledge that all original works of authorship which are made by you (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

In the event ExactTarget is unable for any reason, after reasonable effort, to secure your signature on any document needed in connection with the actions specified in the preceding paragraphs, you hereby irrevocably designate and appoint ExactTarget and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section  with the same legal force and effect as if executed by you.  You hereby waive and quitclaim to ExactTarget any and all claims, of any nature whatsoever, which you now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to ExactTarget.

7.         Warranty Disclaimers

You understand and expressly agree that use of the Site is at your sole risk.  ExactTarget does not guarantee, represent, or warrant that your use of the Site will be uninterrupted, error free, or virus free, or that the Site will meet your requirements.  In addition, no warranty is made as to the results that may be obtained from use of the Site, or as to the accuracy, reliability, or content of any information, including any potential product or service, provided through or in connection with the Site. 

Although ExactTarget uses reasonable security and encryption provisions, we do not guarantee and make no representations or warranties concerning our ability to prevent unauthorized access of or tampering with the Site or information accessible through the Site.  You acknowledge that information transmitted through the Internet or accessible through the Internet is never completely secure.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, OR UNINTERRUPTED ACCESS.  SPECIFICALLY, EXACTTARGET DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND (ii) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.  THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF EXACTTARGET’S RECORDS OR INFORMATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. 

8.         Limitation of Liability; Indemnity

NEITHER EXACTTARGET NOR ANY OF ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, “EXACTTARGET ASSOCIATES”) SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS' FEES, ARISING OUT OF YOUR USE OF THE SITE OR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF EXACTTARGET OR EXACTTARGET ASSOCIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  IN NO EVENT SHALL EXACTTARGET'S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500.00).  YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER EXACTTARGET NOR ANY EXACTTARGET ASSOCIATE IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THE SITE PARTICIPANTS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  CESSATION OF YOUR USE OF THE SITE IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH EXACTTARGET.

You agree to defend, indemnify, and hold harmless ExactTarget, its agents and employees, and ExactTarget Associates, from and against any claims, damages, costs, and expenses, including all costs of legal proceedings and attorneys' fees, arising in connection with use of The Site by you or by anyone using your username and password, or in connection with a violation or breach of this Agreement by you or by anyone using your username and password, including without limitation, (i) claims based on defamation or other conduct by you in using the Site, or (ii) your violation of any intellectual property laws including without limitation those relating to copyright, trademarks or trade secrets.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site must be filed within one (1) year after such claim or cause of action accrues or be forever barred.

9.         General

You acknowledge and agree that the provisions, disclosures and disclaimers set forth in this Agreement are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity.

This Agreement shall be construed to be an agreement between independent contractors, and nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other relationship between you and ExactTarget.  You acknowledge that no verbal representations or guarantees have been made to you, except as set out in this Agreement.  This Agreement and the relationship between you and ExactTarget shall be governed by the laws of the State of Indiana without regard to any conflict of law provisions of any State.  You and ExactTarget agree to submit to the personal and exclusive jurisdiction and venue of the courts located in Indianapolis, Indiana, in the event of any dispute arising under this Agreement, and waive any future right to object to such exclusive jurisdiction and venue.

The failure of ExactTarget to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect.  The headings used in this Agreement are for convenience only and such headings are not to be used in determining the meaning or interpretation of this Agreement.  Any ambiguities in this Agreement shall not be strictly construed against the drafter of the language concerned, but shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.  This Agreement shall not be construed against any party by reason of its preparation.  The provisions of Sections 7 and 8 of this Agreement are for the benefit of ExactTarget Associates, and each shall have the right to assert and enforce the provisions directly on their own behalf.  The provisions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive termination of this Agreement, including but not limited to those set forth in Sections 4, 5, 6, 7, 8, 9, and 10.

You shall have no right to assign all or any part of this Agreement, and any attempt to do so shall be void.  ExactTarget shall have the right to assign this Agreement and to sublicense any and all of its rights under this Agreement.  This Agreement, including any documents referenced herein and any additional operating rules as posted on the Site represents the entire understanding between you and ExactTarget regarding your relationship with ExactTarget and your use of the Site.  This Agreement supersedes all previous written or oral agreements between you and ExactTarget with respect to such subject matter.  Notwithstanding any provisions of this Agreement, ExactTarget has available all remedies at law or equity to enforce this Agreement.  BY USING THE SITE YOU AGREE TO BE BOUND BY THIS AGREEMENT.

10.       Notices

Where required, ExactTarget may give notice to you by a general posting on the Site, by electronic mail, or by conventional mail to your address contained in the participant information.  You may give notice to ExactTarget by electronic mail or by conventional mail to the address below.  If you have any questions about this Agreement, the practices of the Site, or your dealings with ExactTarget, please email or write to:

            ExactTarget, Inc.

Attn:    ExactTarget Developer Community

20 North Meridian Street, Suite 200

            Indianapolis, IN 46204

            Office 317.423.3928

Fax 317.396.1592

email: CODE@ExactTarget.com