Terms of Use

Welcome to Demandtec.com (the "Site"). Through the Site, you will be able to access certain content, documents, materials and other information (collectively "Content"). In exchange for such access, you agree to follow and be bound by the following terms and conditions ("Terms of Use") and our Privacy Policy. We and our affiliated companies (together, "We" or "DemandTec") may revise the Terms of Use and Privacy Policy at any time without notice to you.

Some areas of the Site may have different or additional terms of use posted ("Other Terms"). If there is a conflict between these Terms of Use and such Other Terms, the latter shall have precedence with respect to your use of that area of the Site.

Additionally, some customers may access one or more of the software services we offer through a portal contained in the Site (the "Services"). Since we generally require customers to execute a separate agreement (each, a "Services Agreement" and, together with the Other Terms, a "Superseding Agreement"), as a condition to using such Services, there may be conflicts between these Terms of Use and the Services Agreement. In such event, the terms of the Services Agreement shall have precedence with respect to customer's use of the Services.

1. Use of Site

DemandTec owns or licenses the Site, including the Content and the technology underlying the Site (the "Technology"). You may download, view, copy and print Content for personal, informational, non-commercial purposes provided that you do not alter the Content in any way and you are at least eighteen (18) years of age. Otherwise, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Content or Technology from the Site in whole or in part without the prior written consent of DemandTec.

2. No Unlawful or Prohibited Use

You agree not to use the Site for any purpose that is unlawful or prohibited by these Terms of Use. Without limiting the generality of the foregoing, you may not:

(a) access or use the Site in any manner that could damage, disable, overburden, or impair any DemandTec accounts, computer systems or networks;

(b) attempt to gain access to any parts of the Site or DemandTec's accounts, computer systems or networks that you are not authorized to access;

(c) interfere or attempt to interfere with the proper working of the Site or any DemandTec accounts, computer systems or networks;

(d) reverse engineer, decompile or dissemble any portion of the Site;

(e) use any robot, spider, scraper or other automated means to access the Site or any DemandTec accounts, computer systems or networks without DemandTec's express written permission;

(f) transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's accounts, computer systems or networks; or

(g) upload, email, post, publish, distribute or otherwise transmit any Content that: (i) is false or misleading; (ii) is obscene, (iii) is defamatory; (iv) is harassing or invades another's privacy, or promotes bigotry or racism; (v) infringes another's rights, including but not limited to intellectual property rights; (vi) constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (vii) violates any applicable laws. By uploading, emailing, posting, publishing or otherwise transmitting Content, you automatically grant (or warrant that the owner of such rights has expressly granted) DemandTec a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable right and license to use, reproduce, modify, adapt, publish, transmit and distribute such Content in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the Content have been waived. DemandTec has no obligation to monitor any Content that you upload, email, post, publish, distribute or otherwise transmit via the Site. However, DemandTec reserves the right to review Content and remove any Content, at its sole discretion.

3. Termination of Use

You agree that DemandTec may monitor your activity on the Site and may terminate your access to the Site at any time, for any reason.

4. Third Party Web Sites, Products and Services

The Site provides links to Web sites and access to content from third parties, including users, advertisers, affiliates and sponsors of the Site. You agree that DemandTec is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted by other Web sites regarding privacy and other topics before you use them. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that DemandTec is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that DemandTec is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

5. Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, ALL CONTENT AND TECHNOLOGY CONTAINED THEREIN AND ANY SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEMANDTEC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DEMANDTEC MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, ANY CONTENT OR TECHNOLOGY CONTAINED THEREIN OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF THE SITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK. DEMANDTEC SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
DEMANDTEC RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SITE AT ANY TIME WITHOUT NOTICE.

6. Limitation of Liability

IN NO EVENT SHALL DEMANDTEC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT, DOCUMENTS, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE. IN NO EVENT SHALL DEMANDTEC'S LIABILITY RELATED TO YOUR USE OF THE SITE EXCEED $1,000.

7. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 5 AND 6, DO NOT APPLY.

8. Indemnity

You agree to defend, indemnify and hold harmless DemandTec, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of your access to or use of the Site, including, without limitation, your uploading, emailing, posting, publishing or otherwise transmitting Content, your violation of the Terms of Use or your violation of any Superseding Agreement.

9. Export Restrictions/Legal Compliance

You may not access, download, use or export the Site, or the Content provided on the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the services of DemandTec outside the U.S.

10. Copyright Policy

Pursuant to 17 USC. § 512 as amended by Title II of the Digital Millennium Copyright Act (the "DMCA"), DemandTec has instituted procedures to receive written notification of claimed infringements and to process such claims in accordance with the DMCA.
If you believe your copyrights are being infringed by a user of the Site available at www.demandtec.com domain, please fax a "Notice of Claimed Infringement" to the attention of Mike McAdam, General Counsel of DemandTec at (650) 645-7178.
The Notice of Infringement must contain information that substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A).

Such provisions provide that:

To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site;

iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

iv. Information reasonably sufficient to permit the service provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;

vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.

11. Forward-Looking Statements

This Site contains forward-looking statements regarding DemandTec's expectations, hopes, plans, intentions or strategies, including statements about the effectiveness of DemandTec's solutions used alone or in conjunction with third party solutions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties include those described in DemandTec's documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to DemandTec as of the date hereof, and DemandTec assumes no obligation to update these forward-looking statements.

12. Equitable Relief

You acknowledge that any breach by you of the provisions of these Terms of Use will cause irreparable damage to DemandTec and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, DemandTec will be entitled to injunctive relief for any breach of this Agreement.

13. Applicable Laws

All matters relating to your access to, and use of, the Site shall be governed by U.S. federal law or the laws of the State of California. Any legal action or proceeding relating to your access to, or use of, the Site shall be instituted in a state or federal court in San Mateo County, California. You and DemandTec agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

14. Copyright/Trademark Information

DemandTec is a registered trademark of DemandTec, Inc. and/or its affiliates. Other names appearing on the Site may be trademarks of their respective owners.

15. Contact Information

If you have any questions regarding these Terms of Use or the Site, please contact Mike McAdam, General Counsel at DemandTec at (650) 645-7178.