Borealis End User License Agreement
NOTE: THIS IS A LEGALLY BINDING AGREEMENT.
READ THIS: This Terms of Use Agreement (Agreement) is made by and between KERI SYSTEMS. INC.
[hereinafter “KERI”], a California corporation, with offices at 302 Enzo Drive, San Jose, CA 95138, and
you the user (“you,” “your,” or “User”).
1. INTRODUCTION.
This Agreement contains the complete terms and conditions that govern the use of the KERI applic-
ation(s) (“website” or “websites” or “site” or “Services”). BY CLICKING THE “I AGREE” BUTTON BELOW
OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY
PART OF THIS APPLICATION, OR OTHER KERI SOFTWARE, SERVICES, WEBSITES OR CONTENT
(COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE
BOUND BY THIS AGREEMENT AND THE KERI PRIVACY POLICY.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY, DO NOT
ACCESS OR USE ANY PART OF THIS WEBSITE. KERI RESERVES THE RIGHT, WITH OR WITHOUT NOTICE,
TO MAKE CHANGES TO THIS AGREEMENT AT KERI’S DISCRETION. CONTINUED USE OF ANY PART OF
THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS,
CAN BE REVIEWED BY GOING TO HTTP://WWW.KERISYS.COM/TERMSOFUSE.HTM
If you are using KERI on behalf of a company or other legal entity, you are nevertheless individually
bound by this Agreement even if your company has a separate agreement with us. If you do not want
to register an account and become a KERI User, do not register to use KERI and do not use the Services.
2. ACCESS TO THIS SITE. To access this site, site resources, links or other content, you may be asked to
provide certain registration details or other information. It is a condition of your use of this site that all
the information you provide will be correct, current, and complete. If KERI believes the information
you provide is not correct, current, or complete, KERI has the right to deny access to this site, or to any
of its resources, and to terminate or suspend your access at any time.
3. APPLICABLE USE OF SITE. To be eligible to use the Service, you must meet the following criteria and
represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from
the Services, or not otherwise prohibited from having a KERI account, (3) are not a competitor of KERI
or are not using the Services for reasons that are in competition with KERI; (4) will only maintain one
KERI account at any given time; (5) have full power and authority to enter into this Agreement and
doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of
KERI, including intellectual property rights such as copyright or trademark rights; and (7) agree to
provide at your cost all equipment, software, and internet access necessary to use the Services. You
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may use this site for purposes expressly permitted by this site. As a condition of your use of KERI’s web-
sites, you warrant to KERI that you will not use the websites for any purpose that is unlawful or pro-
hibited by these terms, conditions, and notices.
4. NO CO-BRANDING OR FRAMING. You may not use or authorize any party to co-brand, or frame any
KERI websites without the express prior written permission of an authorized representative of KERI. For
purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other
means of attribution or identification of any party in such a manner as is reasonably likely to give a
user the impression that such other party has the right to display, publish, or distribute this site or con-
tent accessible within this site. For purposes of these Terms of Use, “framing” refers to displaying any
KERI webpage within a bordered area of another website, regardless of whether the address of the ori-
ginating KERI website is visible. Furthermore, you agree to cease any unauthorized co-branding or
framing immediately, upon notice from KERI.
5. NO UNLAWFUL ACCESS. In addition, you agree that you will not use KERI’s websites in any manner
that could in any way disable, overburden, damage, or impair the websites or otherwise interfere with
any other party’s use and enjoyment of the websites. You further agree that you will not obtain, or
attempt to obtain, any materials, content, or information by any means not expressly made available
or provided for through authorized use of the websites.
6. LIMITATION OF USE. KERI’s websites are for your use, unless otherwise specified. You may not
modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works
from, transfer, sell or otherwise infringe on any intellectual property rights related to any information,
content, software, products or services obtained from or otherwise connected to KERI’s websites.
7. PROPRIETARY INFORMATION. All content found on the KERI websites (the “Content”) is considered
the copyrighted and trademarked intellectual property of KERI, or of the party that created and/or
licensed the Content to KERI. No rights or title to any of the works contained on any KERI website shall
be considered transferred or assigned to the User. You agree that you will not copy, distribute, repub-
lish, modify, create derivative works from, or otherwise use the Content in any way, without the prior
written consent of KERI, except that you may print out and/or save a copy of the Content for personal
use.
8. SUBMISSIONS. You hereby grant to KERI a royalty-free, perpetual, irrevocable, worldwide, non-
exclusive right and license to use suggestions or other ideas presented to KERI for the enhancement or
optimization of CONTENT. You agree that KERI may use any Submission in its business (including
without limitation, for products or advertising) without incurring any liability for royalties or any other
consideration of any kind, and will not incur any liability as a result of any similarities that may appear
in future KERI operations or business. Notwithstanding the foregoing, KERI will not distribute any Sub-
missions is violation of its Privacy Policy.
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9. HYPERLINKING. This site may be hyperlinked to and by other websites which are not maintained by,
or related to, KERI. Hyperlinks to such sites are provided as a service to users and are not sponsored
by, endorsed or otherwise affiliated with this site or KERI. KERI has not reviewed any or all of such sites
and is not responsible for the content of any linking sites, and any links made directly from a KERI web-
site to another web page should be accessed at the User’s own risk. KERI makes no representations or
warranties about the content, completeness, quality or accuracy of any such website.
10. YOUR USE OF COMMUNICATION SERVICES. KERI’s websites may contain forums, bulletin board ser-
vices, chat areas, message boards, news feeds, news groups, communities, personal web pages, cal-
endars, and/or other message or communication facilities designed to allow you to communicate with
the Internet community or with a group (collectively, “Communications Services”). You agree to use
the Communication Services only to post, send and receive messages and content that are considered
proper and related to the particular Communication Service. You must comply with all applicable laws,
this Agreement as amended from time to time, and the following policies:
l Comply with all applicable laws, including, without limitation, privacy laws, intel-
lectual property laws, export control laws, tax laws, and regulatory requirements;
l Provide accurate information to us and update it as necessary;
l Review and comply with our Privacy Policy;
l Review and comply with notices concerning the Communication Services; and
l Use the Communication Services in a professional manner.
In addition, among other actions, when using a Communication Service, you agree that you will not
post, send, submit, publish, or transmit in connection with this site, or cause to be posted, sent, sub-
mitted, published or transmitted, any material that:
l you do not have the right to post or disclose, including any proprietary material of
any third party protected by intellectual property laws (or by rights of privacy or
publicity);
l advocates illegal activity, discusses an intent to commit an illegal act or violates any
law;
l falsely states, impersonates or otherwise misrepresents your identity, including but
not limited to the use of a pseudonym, or misrepresenting your current or previous
positions and qualifications, or your affiliations with a person or entity, past or
present;
l is unlawful, libelous, defamatory, abusive, obscene, discriminatory or otherwise
objectionable;
l is racist, harassing, threatening or offensive;
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l harvests or otherwise collects information about others, including e-mail
addresses, without their consent;
l impersonates or misrepresents your connection to any other entity or person or
otherwise manipulates or forges headers or identifiers to disguise the origin of con-
tent;
l falsifies or deletes any author attributions, legal or other proper notices or pro-
prietary designations or labels of the origin or source of software or other material
contained in a file that is permissibly uploaded (e.g., copyright, trademark or pat-
ent notices);
l advertises any commercial endeavor (e.g., offering for sale products or services) or
otherwise engages in any commercial activity (e.g., conducting raffles or contests,
displaying sponsorship banners, and/or soliciting goods or services) except as may
be specifically authorized on this site;
l solicits funds, advertisers or sponsors for any purpose;
l includes programs that contain viruses, worms and/or Trojan horses or any other
computer code, files or programs designed to interrupt, destroy or limit the func-
tionality of any computer software or hardware or telecommunications device;
l disrupts the normal flow of dialogue, causes a screen to scroll faster than other
users are able to type, or otherwise act in a way which affects the ability of other
people to engage in real-time activities via this site;
l amounts to a pyramid or other like scheme, including contests, chain letters, and
surveys;
l disobeys any policy or regulations including any code of conduct or other
guidelines, established from time to time regarding use of this site or any networks
connected to this site;
l contains hyperlinks to other sites that contain content that falls within the scope of
this Section;
While using the Services, you will not:
l act dishonestly or unprofessionally, or engage in unprofessional conduct;
l create a user profile for anyone other than yourself;
l upload any images or video content that is not you or your likeness;
l use or attempt to use another’s account, or create a false identity on KERI;
l reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive
the source code for any underlying intellectual property used to provide the Ser-
vices, or any part thereof, or to otherwise analyze the Services;
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l utilize or copy information, content or any data you view on and/or obtain from
KERI to provide any service that is competitive with KERI;
l collect, use, copy, or transfer any information, including, but not limited to, per-
sonally identifiable information obtained from KERI except as expressly permitted
in this Agreement or as the owner of such information may expressly permit;
l share the information of any other person without their express consent;
l attempt to or actually override any security component included in or underlying
the Services;
KERI expressly reserves the right to remove any content which is reasonably believed to violate any of
these provisions, and to suspend the registration of any User reasonably believed to have violated
these terms or this Agreement.
You acknowledge that any materials uploaded to the Communication Service may be subject to posted
limits on use, reproduction and/or dissemination and you are responsible for abiding by such lim-
itations with respect to your submissions, including any downloaded materials. Notwithstanding these
rights, you remain solely responsible for the content of your usage. You acknowledge and agree that
neither KERI nor any third party that provides Content to KERI will assume or have any liability for any
action made by KERI or such third party with respect to any submission.
11. RIGHT TO TERMINATE ACCESS. KERI reserves the right to monitor use of this site to determine com-
pliance with these Terms of Use, as well as the right to edit, refuse to post or remove any information
or materials, in whole or in part, at its sole discretion. KERI reserves the right to terminate your access
to any or all of the Services at any time without notice for any reason whatsoever. Upon the ter-
mination of your KERI account, you lose access to the Services. Furthermore you acknowledge and
agree that any and all data retained by the Services provided by Keri on your behalf shall be removed
from the system and will be irretrievably lost with no opportunity for recovery of the data.
12 DISCLOSURE UNDER LAW. KERI reserves the right at all times to disclose any information as neces-
sary to satisfy any applicable law, regulation, legal process or governmental request.
13. LICENSE AND WARRANTY FOR YOUR SUBMISSIONS TO KERI. You own the information you provide
KERI under this Agreement, and may request its deletion at any time, unless you have shared inform-
ation or content with others and they have not deleted it, or it was copied or stored by other users.
Additionally, you grant KERI a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable,
sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve,
distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now
known or in the future discovered, any information you provide, directly or indirectly to KERI, includ-
ing, but not limited to, any user generated content, ideas, concepts, techniques or data to the services,
you submit to KERI, without any further consent, notice and/or compensation to you or to any third
parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this
Agreement.
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By providing information to us, you represent and warrant that you are entitled to submit the inform-
ation and that the information is accurate, not confidential, and not in violation of any contractual
restrictions or other third party rights. It is your responsibility to keep your KERI profile information
accurate and updated.
On the condition that you comply with all of the terms of this Agreement, KERI grants you a limited,
revocable, nonexclusive, nonassignable, non-sublicenseable license and right to access the Services,
through a generally available web browser, mobile device or application (but not through scraping,
spidering, crawling or other technology or software used to access data without the express written
consent of KERI or its Users), view information and use the Services that we provide on KERI webpages
and in accordance with this Agreement. Any other use of KERI contrary to this Agreement (such as seek-
ing to connect to someone you do not know or trust, or to use information gathered from KERI com-
mercially unless expressly authorized by KERI) is strictly prohibited and a violation of this Agreement.
We reserve all rights not expressly granted in this Agreement, including, without limitation, title, own-
ership, intellectual property rights, and all other rights and interest in KERI and all related items, includ-
ing any and all copies made of the KERI website.
14. PERSONALLY IDENTIFIABLE INFORMATION. KERI cautions you against giving out any personally
identifying information about yourself or your customer beyond normal information provided as part
of the registration process. In an effort to preserve your privacy, KERI agrees that it will treat any per-
sonally identifying information that you submit through this site in accordance with the terms outlined
in its Privacy Policy.
15. DISCLAIMER & LIMITATIONS ON LIABILITY. You understand that KERI cannot and does not guar-
antee or warrant that files available for downloading from the KERI websites will be free of viruses,
worms, Trojan horses or other code that may cause damage or harm to your computer(s) or network
(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and
checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of
backup of your personal data, external to this website. KERI further disclaims any responsibility to
ensure that the Content located on its websites is necessarily complete and up-to-date.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. KERI DISCLAIMS ALL WARRANTIES,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, OR NON-INFRINGEMENT. KERI DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT
CONTAINED ON ANY KERI WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL
BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. KERI DOES NOT WARRANT OR MAKE ANY REPRESENTATION
REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY,
OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL
INACCURACIES OR TYPOGRAPHICAL ERRORS, AND KERI MAY MAKE CHANGES OR IMPROVEMENTS AT
ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION
IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. KERI
MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF
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OTHERS AND ASSUMES NO LIABILITY ORRESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH
CONTENT.
KERI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS,
EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT,
INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES,
INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR
DAMAGES, EVEN IF KERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF KERI AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS,
SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS,
REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED
THE GREATER OF $100 ORTHE AMOUNT YOU HAVE PAID TO KERI FOR THE APPLICABLE CONTENT OR
SERVICE OUT OF WHICH LIABILITY AROSE.
16. INDEMNITY. You agree to indemnify and hold KERI, its subsidiaries, affiliates, licensors, content pro-
viders, service providers, employees, agents, officers, directors, and contractors (the Indemnified
Parties) harmless from any breach of these Terms of Use by you, including any use of Content other
than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no
liability in connection with any such breach or unauthorized use, and you agree to indemnify any and
all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified
Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless
from and against any claims brought by third parties arising out of your use of the information
accessed from this site.
17. TRADEMARKS AND COPYRIGHTS. Trademarks, service marks, logos, and copyrighted works (here-
inafter, “intellectual property”) appearing in this site are the property of KERI or the party that
provided the intellectual property to KERI. KERI and any party that provides intellectual property to
KERI retain all rights with respect to any of their respective intellectual property appearing in this site.
All contents of KERI’s websites are: Copyright © 2013 KERI Inc. All rights reserved.
18. COPYRIGHT INFRINGEMENT. If you believe that your work has been copied in a way that con-
stitutes copyright infringement, please provide KERI’s copyright agent the written information spe-
cified below. Please note that this procedure is exclusively for notifying KERI and its affiliates that your
copyrighted material has been infringed. Please include the following:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copy-
right interest:
l A description of the copyrighted work that you claim has been infringed upon;
l A description of where the material that you claim is infringing is located on the
site, including the current website address;
l Your address, telephone number, and e-mail address;
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l A statement by you that you have a good-faith belief that the disputed use is unau-
thorized by the copyright owner, its agent, or the law;
l A statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright owner or authorized to act
on the copyright owner’s behalf.
KERI’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as fol-
lows:
Copyright Agent:
KERI, Inc.
Attn: President, Keri Systems
Address: 302 Enzo Drive, San Jose ,CA, 95138
phone: 408-435-8400
e-mail: copyright@kerisys.com
19. SECURITY. Any passwords used for this site are for individual use only. You will be responsible for
the security of your password(s). From time to time, KERI may require that you change your password.
You are prohibited from using any services or facilities provided in connection with this site to com-
promise security or tamper with system resources and/or accounts. The use or distribution of tools
designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network prob-
ing tools) is strictly prohibited. If you become involved in any violation of system security, KERI reserves
the right to release your account details to system administrators at other websites and/or the author-
ities in order to assist them in resolving security incidents. KERI reserves the right to investigate sus-
pected violations of these Terms of Use. KERI reserves the right to fully cooperate with any law
enforcement authorities or court order requesting or direction KERI to disclose the identity of anyone
posting any e-mail messages, or publishing or otherwise making available any materials that are
believed to violate these Terms of Use.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD KERI HARMLESS
FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY KERI DURING OR AS A RESULT OF ITS
INVESTIGATIONS AND/OR FROM ANY ACTIONSTAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY
EITHER KERI OR LAWENFORCEMENT AUTHORITIES.
20. EXPORT CONTROL. Your use of KERI services, including our software, is subject to export and re-
export control laws and regulations, including the Export Administration Regulations (“EAR”) main-
tained by the United States Department of Commerce and sanctions programs maintained by the
Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell,
export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user
without obtaining the required authorizations from the appropriate government authorities. You also
warrant that you are not prohibited from receiving US origin products, including services or software.
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21. MISCELLANEOUS. These Terms of Use will be governed and interpreted pursuant to the laws of the
State of California, notwithstanding any principles of conflicts of law. You specifically consent to per-
sonal jurisdiction in California in connection with any dispute between you and KERI arising out of
these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each
agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use
will be in the state and federal courts in Santa Clara County, California. Notwithstanding the above,
you agree that KERI shall still be allowed to apply for injunctive remedies (or an equivalent type of
urgent legal relief) in any jurisdiction.
If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed sev-
erable and will not affect the validity and enforceability of any remaining provisions. You agree that no
joint venture, partnership, employment, or agency relationship exists between you and KERI as a result
of this agreement or use of KERI’s websites. These Terms of Use and the Privacy Policy constitute the
entire agreement among the parties relating to this subject matter and supersedes all prior or con-
temporaneous communications and proposals, whether electronic, oral or written between the user
and KERI with respect to KERI’s websites. Notwithstanding the foregoing, any additional terms and con-
ditions on this site will govern the items to which they pertain. KERI may revise these Terms of Use at
any time by updating this posting.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin
or restrain the operation of the Service, exploitation of any advertising or other materials issued in con-
nection therewith, or exploitation of the Services or any content or other material used or displayed
through the Services.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assign-
ment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations
under the Agreement, fully or partially without notice to you. We may also substitute, by way of uni-
lateral novation, effective upon notice to you, KERI Inc. for any third party that assumes our rights and
obligations under this Agreement.