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Terms of Use


Last Modified: June 30, 2020
  1. Acceptance of the Terms of Use
     
    These terms of use are entered into between You and SD-3C LLC ("SD-3C", “we” or “us”). The following terms and conditions (“Terms of Use”) govern your access to and use of www.sd-3c.com, including any content, information, documents, communications, files, text, graphics, software, products (collectively, the "Materials") and services offered on or through www.sd-3c.com (the “Website”) whether as a guest or as a licensee that has entered a license agreement with SD-3C (“Licensees”).
     
    Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. These Terms of Use are not intended to modify the terms of any license agreement or non-disclosure agreement (NDA) between you and SD-3C and in the event of any conflict these Terms of Use, NDA, the Privacy Policy and the terms of the license agreement then the terms of such license agreement then NDA shall prevail.
  2. Changes to the Terms of Use
     
    We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.
     
    Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
  3. Accessing the Website and Account Security
     
    SD-3C reserves the right to withdraw or amend this Website, and any services or Materials we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website including the Materials, are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
     
    You are responsible for both:
     
    • Making all arrangements necessary for you to have access to the Website.
    • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
    To access the Website or some of the resources it offers, or when you apply to become, or do become, a Licensee, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and submission of your application to become a Licensee that all the information you provide is correct, current, and complete. You agree that all information you provide to register as a Licensee or for registration for any other service offered by us is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you are a prospective or actual Licensee that has previously submitted information then you agree to update such information if and when there are changes.
     
    Communication of changes to your information should be in written form and any changes to Licensees’ information including identity of its authorized users shall not be deemed completed until a response from SD-3C acknowledging the change has been completed. Communications should be sent via email to admin@sd-3c.com or mailed to SD-3C to the attention of the SD-3C Department at 3900 W. Alameda Ave., Suite 2400, Burbank, CA 91505.
     
    Although visitors are not provided with, or required to establish, a password or other security mechanism, we may provide prospective and registered Licensees’ authorized users with a user name, password, PGP key or any other piece of information as part of our security procedures and you must treat such information as confidential and not disclose it to any other person or entity. If you establish an account you also acknowledge that your account is personal to you and your company and agree not to provide any other person with access to this Website or portions of it using your user name, password, PGP key or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password, PGP key or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
     
    We have the right to disable any user name, password, or other identifier, PGP key or other security procedure whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
  4. Intellectual Property and Limited License for Users
     
    The Website and its entire contents, features, Materials and functionality are owned by the Company, its licensors, or other providers of such material and are protected by United States, Japanese and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
     
    You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
     
    • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
    • You may store files that are automatically cached by your Web browser for display enhancement purposes.
    • You may print one copy of a reasonable number of pages of the Website for your own use and not for further reproduction, publication, or distribution.
    • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end user license agreement for such applications.
    You must not:
     
    • Modify copies of any materials from this site.
    • Use any Materials separately from the accompanying text.
    • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
    Unless you are allowed as a Licensee pursuant to the terms of your license agreement between your company and us, then you must not access or use for any commercial purposes any part of the Website or any services or Materials available through the Website.
     
    If you wish to make any use of Materials other than that set out in this section, please address your request to: admin@sd-3c.com.
     
    If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Materials in breach of the Terms of Use, your right to use the Website and any services offered by us will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
  5. Trademark Information
     
    The Company name, SD trademarks and logos (“SD Marks and Logos”) and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
  6. User Conduct/Prohibited Uses
     
    You may use the Website and any services offered by the Company through the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
     
    • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
    • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
    • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
    • To impersonate or attempt to impersonate the Company, a Company employee, a Licensee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
    • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
    Additionally, you agree not to:
     
    • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
    • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
    • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
    • Use any device, software, or routine that interferes with the proper working of the Website.
    • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
    • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
    • Otherwise attempt to interfere with the proper working of the Website.
  7. Changes to the Website
     
    We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the Materials on the Website may be out of date at any given time, and we are under no obligation to update such Materials.
  8. Information About You and Your Visits to the Website
     
    All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  9. Linking to the Website and Social Media Features
     
    You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
  10. Links from the Website
     
    If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  11. Geographic Restrictions
     
    The owner of the Website is based in the State of Delaware in the United States. We provide this Website and the Materials herein for use worldwide. However, we make no claims that the Website, Materials or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
  12. Disclaimer of Warranties
     
    You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website, including the Materials, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
     
    TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
     
    YOUR USE OF THE WEBSITE, ITS CONTENT, THE MATERIALS AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR ANY MATERIALS, WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR ANY MATERIALS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
     
    TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
     
    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  13. Limitation on Liability
     
    TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE INCLUDING THE MATERIALS OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
  14. Corporate Information
     
    You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of SD-3C, or others.
  15. Indemnity and Liability
     
    You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, Licensees and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, 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 of Use or your use of the Website, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
  16. Governing Laws and Jurisdiction
     
    All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
     
    Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  17. Arbitration
     
    At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law. You must send any notice of dispute to Miller Kaplan Arase LLP Attention: Legal/Arbitration Notice. 3900 W. Alameda Ave., Suite 2400, Burbank, CA 91505. You and SD-3C will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the written notice of dispute is received by SD-3C. After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
  18. Limitation on Time to File Claims
     
    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  19. Waiver and Severability
     
    No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision
     
    If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
  20. Entire Agreement
     
    The Terms of Use and our Privacy Policy, and the terms of the respective license agreements between SD-3C and Licensee constitute the sole and entire agreement between you and SD-3C regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
  21. Your Comments and Concerns
     
    This website is operated by Miller Kaplan Arase LLP Attention: Legal/Arbitration Notice. 3900 W. Alameda Ave., Suite 2400, Burbank, CA 91505.
     
    All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: admin@sd-3c.com.