THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND SAMSUNG RESEARCH AMERICA, INC. ON BEHALF OF ITS DIS.CO BUSINESS UNIT (THE “COMPANY”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: https://www.dis.co/ AS WELL AS ALL ASSOCIATED SITES LINKED TO https://www.dis.co/ BY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). THE COMPANY ALSO PROVIDES COMMAND LINE TOOLS (“CLI”). THE SITE, THE CLI AND THE RELATED SERVICES OFFERED BY THE COMPANY ARE COLLECTIVELY REFERRED TO AS THE “SERVICE”. BY USING THE SERVICE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE OR ANY INFORMATION CONTAINED ON THE SERVICE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
By using the Service, if you are an individual, you represent, acknowledge and agree that you are at least the age of majority in the jurisdiction in which you reside. If you are accessing the Service on behalf of a company or other legal entity (“Entity”), you represent that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.
The Company provides content through the Service that is copyrighted and/or trademarked work of the Company or the Company’s third-party licensors and suppliers (collectively, the “Materials”). Materials may include data, texts, transcriptions, logos, graphics, video, audio, images, software and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, the Company hereby grants you a limited, non-exclusive and non-transferable license, without the right to sublicense, (i) to use the Site solely internally and solely as intended through the provided functionality of the Site, and (ii) to use internally, only in object code form, the CLI solely on those computers, servers, hardware, and other devices and resources connected to a computer network owned, controlled or operated on behalf of you.
Certain items of software included with the CLI are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software.
Except for the foregoing license, you have no other rights in the Service or any Materials. You shall not, directly or indirectly, and you shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; (b) modify, translate, or create derivative works based on any element of the Service or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Service; (d) use the Service for timesharing purposes or otherwise for the benefit of any third party; (e) remove any proprietary notices from the Service or related documentation; (f) use the Service for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Service; (h) introduce any Open Source Service into the Service; or (j) attempt to gain unauthorized access to the Service or their related systems or networks.
Your Subscription may be subject to service capacity and usage restrictions set forth in your order form. You may not exceed those service capacity and usage restrictions, if any.
If you breach any of these Terms, the above license will terminate automatically.
You acknowledge that the Company may make changes to the Service at any time.
You can simply view the Site. You need not register with the Company to simply visit and view the Site.
However, in order to access certain restricted areas of the Site and to use certain Services and Materials offered on and through the Service, you must register with the Company for an account.
You are responsible for maintaining the confidentiality of your login access credentials (“Access Credentials”), and you are responsible for all activities that occur using your Access Credentials. You agree not to share your Access Credentials, let others access or use your Access Credentials or do anything else that might jeopardize the security of your Access Credentials. You agree to notify the Company if your Access Credentials on the Service is lost, stolen, if you are aware of any unauthorized use of your Access Credentials on the Service or if you know of any other breach of security in relation to the Service.
All the information that you provide when registering for an account and otherwise through the Service must be accurate, complete and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes.
By entering into an order form with the Company, you become a “Subscriber” with access to certain restricted areas of the Site and certain Services (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable.
The term of your Subscription and the fee that we will charge you for your Subscription will be set forth in the order form entered into between you and the Company. The Company reserves the right to change prices for Subscriptions at any time (but not the price in effect for your then-current Subscription term), upon notice, and does not provide price protection or refunds in the event of promotions or price decreases.
All sales and payments of Subscription fees will be in US Dollars.
You will be liable for paying any and all applicable sales and use taxes for the purchase of your Subscription based on the mailing address that you provide when you register as a Subscriber, and you authorize the Company to charge you for any such applicable taxes.
When you use the Company’s Services, you can choose whether to perform computing on cloud servers provided by the Company (“Dis.co Cloud”) or on other cloud servers not provided by the Company (“Your Cloud”), such as cloud servers accessed via your Amazon Web Services or Microsoft Azure account.
When you use the Dis.co Cloud, the fee that the Company charges reflects not just the cost for computing services, but also the cost for cloud servers.
However, when you use Your Cloud, the fee that the Company charges reflects only the cost for computing services, and not the cost for cloud servers. Instead, you are responsible for providing and maintaining access to those cloud servers. If you purchase access to cloud servers from a third party, such as Amazon Web Services or Microsoft Azure, you are responsible for paying the applicable fees charged by the third party. In addition, you shall provide Company with access credentials reasonably requested by Company.
You agree to pay all fees or charges to your account based on the Company’s fees, charges, and billing terms in effect as shown on the order form entered into between you and the Company. If you do not pay on time or if the Company cannot charge your credit card or other payment method for any reason, the Company reserves the right to either suspend or terminate your access to the Service and account and terminate these Terms. You are expressly agreeing that the Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and the fees will be billed to your credit card or other payment method designated on your initial registration with the Service. If you have a balance due on any account, you agree that the Company may charge such unpaid fees to your credit card or other available payment method or otherwise bill you for such unpaid fees. All fees paid to the Company are non-refundable, except as otherwise expressly stated herein and subject to applicable laws.
You are responsible for the data and other content that you analyze or process using the Service. You agree to indemnify and hold the Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) the Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that the data or other content that you analyze or process using the Service violates any applicable law or regulation, or the copyrights, trademark rights, privacy rights or other rights of any third-party.
Dis.co is a trademark of the Company in the United States. Other trademarks, names and logos on the Service are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on the Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of the Company, Copyright © 2018 Samsung Research America, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Your use of the Service is at your own risk. The Materials have not been verified or authenticated in whole or in part by the Company, and they may include inaccuracies or typographical or other errors. The Company does not warrant the accuracy or timeliness of the Materials contained on the Service. The Company has no liability for any errors or omissions in the Materials, whether provided by the Company, our licensors or suppliers or other users.
THE COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICE, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USING, DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICES OFFERED ON THE SERVICE IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Company controls and operates the Service from its headquarters in the United States of America. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to the Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and the Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant the Company an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as the Company may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Most user concerns can be resolved quickly and to a user’s satisfaction by contacting us via email at email@example.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and the Company. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and the Company shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, the “Company” means the Company and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and the Company regarding, arising out of or relating to any aspect of your relationship with the Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as the Company’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give the Company an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Samsung Research America, Inc., Attn: Samsung NEXT Legal, 665 Clyde Avenue, Mountain View, CA 94043. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If the Company does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or the Company may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Samsung Research America, Inc., Attn: Samsung NEXT Legal, 665 Clyde Avenue, Mountain View, CA 94043. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with the Company through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with the Company. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or the Company may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.
Because the Service and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or the Company may initiate arbitration in either Santa Clara County, California or the federal judicial district that includes your billing address.
Payment of Arbitration Fees and Costs – The Company will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with the Company as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and the Company specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Service can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of your service with the Company or its affiliates. Notwithstanding any provision in this Agreement to the contrary, the parties agree that if the Company makes any change to this Provision (other than a change to the notice address), you may reject any such change and require the Company to adhere to the present language in this Provision if a dispute between the parties arises.
The Company may discontinue, suspend or terminate your access to the Service and/or your account, without notice or liability for any violation of these Terms or for any other use of the Service, its services or the Materials that the Company, at its sole discretion, deems improper. The Company may also discontinue offering the Service, the Materials or any of the services, or may modify any portion of the Service, the Materials or the services at any time with or without notice to you. In the event of such termination, the Company shall refund to you on a pro-rata basis that portion of any fees you previously have paid which are attributable to a time period after such termination.
The Company prefers to advise you if the Company feels you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by the Company, may result in immediate termination of your access to the Service without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Service will be heard in the courts located in Santa Clara County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Company without restriction. These Terms are the entire agreement between you and the Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and the Company about the Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact the Company for any reason, you can reach us at firstname.lastname@example.org.