Smart Enterprise Exchange Communities Participation

Agreement and Terms of Use

published by United Business Media in conjunction with CA, Inc.

1. Scope

This Participation Agreement (this “Agreement”) governs the access and use of the United Business Media and CA Smart Enterprise Exchange Co-Branded Communities (including, for example, blogs and wikis therein) through any extranet web site owned and/or operated by UBM and/or CA (the “Co-Branded Communities”).

Any references herein to “us” or “our” or “we” shall refer to UBM and CA and any reference herein to “parties” shall refer to UBM, CA and you.  The Co-Branded Communities may be provided through one or more web sites (collectively, the "Sites"). These Sites may contain different user access levels. Access to, and use of, the Sites at any level of user access is solely and exclusively limited to Authorized Individuals. The term "Authorized Individual" shall mean a user who has met all of our requirements for access and use of the Sites. By clicking the "I agree" button at the end hereof, you agree, in your individual capacity to abide by all of the terms and conditions of this Agreement. If we have not authorized you to access and use the Sites, you must click "I disagree" and are prohibited from accessing the Sites.

Any access or use of the Sites by a person or entity that is not an Authorized Individual (a "Prohibited User"), is strictly prohibited and shall be deemed both an acceptance and material violation of the terms and conditions of this Agreement, which violation shall automatically terminate any further right of such Prohibited User to access or use the Sites.

2. The Sites

You may be able download certain materials, which may include software programs, corrections, updates and other enhancements (collectively, "Software") for internal use pursuant to a CA license agreement or a United Business Media License Agreement. You may have the ability to also submit product suggestions for our consideration; however, we shall own any and all right, title and interest in and to any such suggestion.

3. System Operations

We may publish additional materials from time to time covering access and use of the Sites, particularly if any additional features are offered. These additional materials will specify "Practices and Procedures" related to the identification of users of the Sites, proper usage of the Sites, and other related topics. In the event of a conflict between the terms of any such additional materials and this Agreement, the terms of this Agreement shall prevail, unless otherwise expressly agreed between the parties.

4. Our Intellectual Property

The Sites and the information and content supplied by us or available within or made available by us through the Sites, as well as any product, including but not limited to Software and related documentation, or any process or technology published by us on the Sites, are the sole and exclusive property of UBM and/or CA and/or each of our respective affiliates, subsidiaries and/or licensors and we hereby retain any and all rights, title and interest not otherwise granted herein.  Any of our information, content, and/or Software which may be contained on the Sites, is specifically protected under applicable copyright law, including as a collective work.

Any Software and related documentation or other materials that may be made available by us through the Sites are provided subject to the terms, conditions and restrictions contained in the applicable license agreement or other end user agreement governing such Software and related documentation or other materials.  All copying, modification, distribution, publication, commercial exploitation or other use of any such Software, documentation, or other materials, other than as expressly set forth in the applicable end user agreement, is prohibited.  Each of our logos and brand and product names referenced herein are either registered trademarks or trademarks of CA, Inc. or United Business Media LLC, as the case may be. All other brand and product names mentioned herein are trademarks of their respective owners.

Feedback and Other Contributions: Your comments, feedback, information, software, files or materials submitted to us through or in association with the Sites ("Contributions") shall be considered non-confidential. Moreover, so that we are able to maintain and run the Smart Enterprise Exchange Communities in an efficient manner,  you specifically grant to us and our affiliates and service providers (or warrant that the owner of such Contribution(s) grants to us and each of our affiliates and service providers) a perpetual, worldwide, royalty-free, irrevocable, exclusive right and license, sublicense-able through multiple tiers, to:

• use, reproduce, publish, translate, distribute, perform and display all Contributions submitted by you or through your account, in whole or in part solely for the purpose of the Communities; and
  
• use, in whole or in part, your name, likeness, photograph, voice, company name, screen name, e-mail address and/or other identifying information submitted by you as part of or in connection with such Contributions ("Image"), and reproduce, publish, distribute, perform and display materials containing the same in connection with the Communities.
  

For sake of clarity, by virtue of the above grant, you also give us permission to copy your Contributions and Images as part of the normal system maintenance and backup process and/or to archive discussions containing your Contributions and/or the Image into our system, as is customary for our other private community sites.

5. Duties of Authorized Individual

Only Authorized Individuals are permitted to access and use the Sites. You agree not to share with any unauthorized users any information relating to the Sites including but not limited to any login and password ("login/password") or related information or materials issued by  us in connection with the Sites. You are solely responsible for the security and use of your login/password and you will be solely liable and responsible for any use or unauthorized use of your account.  You agree not to engage in any activity that would, or reasonably could, destabilize or otherwise jeopardize the integrity of the Sites. You agree to promptly report to us any known security breach, including the compromise of a login/password or other fact that may jeopardize the integrity of the Sites.

You agree not to upload, post, or otherwise publish on or over the Sites any software, files, information, communication, or other content (a) which violates or infringes upon the rights of any other; (b) which, under the circumstances and in our good faith judgment, is or is likely to be perceived by an intended recipient as deceptive, misleading, defamatory, abusive, or otherwise offensive; (c) which adversely affects the performance or availability of the service; (d) which contains any virus, worm, cancelbot, harmful component or corrupted data; or (e) which contains any advertising, promotion, or solicitation of goods or services for commercial purposes. You are prohibited from framing portions of a Site(s) within another website or altering the appearance of a Site(s). You are prohibited from posting or transmitting any threatening, libelous, defamatory, obscene, scandalous, or inflammatory material or any material that could otherwise violate any law(s). You are prohibited from intentionally or willfully submitting falsified information and from committing any other fraudulent act(s) in connection with use of a Site. You agree at all times to comply with and abide by the Smart Enterprise Exchange User  Guidelines and you acknowledge and agree that should you violate such Guidelines we may terminate your access to the Sites.

You agree to indemnify, defend and hold us harmless from any and all damages, liabilities, costs and expenses, including without limitation, attorneys fees, incurred by us as a result of any claim, judgment or adjudication against us by any third party arising out of or relating to (a) your breach or violation of this Agreement and/or (b) your acts or omissions or willful misconduct in connection with your use of a Site(s). In the event that we receives notice of such a claim, we each agree that we will promptly notify you in writing and you will permit us to have the sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided we give you adequate assurances to either of us, as the case may be, that you will diligently pursue resolution of the claim.

6. No Warranty and Liability Limitations

You acknowledge and agree that any information, content, Software, Contributions, Images, and/or any other material, including without limitation “white papers” and marketing or advertising information/materials (collectively “Information”) disclosed, distributed, provided or made available on or in a Site(s) are strictly confidential and are to be used only for informational purposes. You agree not to disclose the Information to any third party, and to treat such Information as you would treat your own confidential information that you desire to maintain as confidential. We assume no responsibility for the accuracy or completeness of the Information and you expressly agree that your use of the Sites is at your sole risk.  The Sites may also contain or make available software, files, information, communication and other content where the origin of such material is internal or external to us.   WE DO NOT ENDORSE OR IN ANY WAY VOUCH FOR THE TRUTHFULNESS OR RELIABILITY OF ANY OPINION, ADVICE, COMMUNICATION, INFORMATION OR OTHER CONTENT ON OR MADE AVAILABLE THROUGH THE SITES. WE MAKE NO WARRANTY (A) AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SITES OR (B) THAT THE SITES WILL BE UNINTERRUPTED OR ERROR FREE.  THE SITES, AND ANY INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

EACH OF UBM AND CA AND OUR RESPECTIVE EMPLOYEES, AGENTS, LICENSORS AND OTHERS PROVIDING INFORMATION OR CONTENT FOR THE SITES FURTHER DISCLAIM ANY LIABILITY IN CONNECTION WITH THE SITES OR ANY OTHER WEBSITES OR THE INFORMATION PROVIDED HEREIN. IN NO EVENT WILL UBM  OR CA OR ANY OF OUR EMPLOYEES, AGENTS, LICENSORS OR OTHERS PROVIDING INFORMATION OR CONTENT FOR THE SITES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF (OR INABILITY TO USE) THE SITES, OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON CUSTOMER'S SYSTEMS OR OTHERWISE, EVEN IF WE OR ANY OF SUCH OTHER PARTIES HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow certain exclusions of consequential damages or limitation of liabilities, so some of the above may not apply to you.

The Sites may contain hyperlinks to other web sites controlled by parties other than CA OR UBM. We are neither responsible for, nor do not endorse, such other web site and/or any content or information contained therein. We do not, and will not, independently verify the business and/or privacy practices of the third party or third parties associated with such other web sites. We recommend that you independently investigate such other web sites and that you review all applicable terms and conditions and privacy policies associated with such other web sites.

7. Modification

This Agreement may be changed at any time by us without notice.  In the event of any such changes you shall be prompted to accept this Agreement (including the changes) at such time as the changes become effective.

8. Agreement to Use Electronic Records, Contracts and Signatures

Each of the parties hereto hereby agree to use and accept electronic records, contracts and signatures ("Records") in connection with the Sites and further agree that those Records shall not be denied validity, enforceability or any other legal effect on the sole grounds that they are in electronic form.

9. Termination

You may terminate your participation in the Sites at any time by discontinuing use of the Sites, but all usage prior to such discontinuation will be governed by the Agreement in effect at that time. We reserve the right to discontinue all or any part of the Sites at any time without notice, and to terminate or suspend temporarily the participation of any Authorized Individual in the use of the Sites, or any part thereof, at any time without notice.  In the event that a Site(s) is discontinued or your access is terminated, whether by you or by us, your right to access and use a Site(s) will immediately terminate.

10. Governing Law, Jurisdiction and Severability

This Agreement is separate and apart from any other agreement you may have with us, and is limited to governing your access to, and use of, the Sites. It does not apply to any of our products or services that you may be using or receiving, which are governed by the applicable agreement(s) with us, independently of the Sites and this Agreement. You agree that your access to, and use of, the Sites shall be governed by the laws of the State of New York. You consent to the jurisdiction of the state and federal courts located in the State of New York for the resolution of any and all claims and disputes arising out of and/or relating to its access to, or use of, the Sites. If there is a determination that any provision of this Agreement is invalid or unenforceable, that determination will not affect the rest of this Agreement, and this Agreement shall be deemed amended to the minimum extent necessary to make the remainder valid and enforceable.

11. Export

Any Software available on the Sites is subject to United States export controls. No Software, Information or access to the Sites may be downloaded or otherwise exported or re-exported directly or indirectly: into (or to a national or resident of) any country to which the United States has embargoed goods; or any organization or company on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers,  or the United States Department of Commerce Entities List, Table of Denial Orders or Denied Parties List. The Sites may not be used for any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons for mass destruction. By downloading or using Software or accessing the Sites you are agreeing to the foregoing and all applicable import and export control laws. You are also warranting that you are not under the control of, located in, or a resident or national of any such country or on any such list and will not use the Sites in violation of any applicable law or regulation.

YOU ALSO AGREE NOT TO UPLOAD ON OR OVER THE SITE ANY SOFTWARE THAT CONTAINS ENCRYPTION CODE THAT IS SUBJECT TO THE LAWS AND REGULATIONS OF THE GOVERNMENT OF THE UNITED STATES OR OTHER COUNTRIES.

12. Privacy

We are committed to protecting your privacy in accordance with applicable laws. The personal registration information we collect on this site (except for any personal information that you may provide in any Blog, Document or Community  posts) will be used in the United States and elsewhere by us and any entity within the our group of companies (each a "CA-UBM Entity") or its subcontractors to process your  personal data which you have provided above, and that we may disclose such data to any CA-UBM Entity and its subcontractors, for the purposes of administering the Sites, and providing marketing and/or product information to you or your employer.

13. Entire Agreement

This Agreement, together with all Exhibits and the Practices and Procedures referenced herein, represents the entire agreement between us and you with respect to access to and use of the Sites and the parties agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the Sites whether oral or written, between the parties are superseded in their entirety by this Agreement. If you have any questions concerning legal or other matters described above, contact a CA Representative by telephone at 1-888-423-1000. If you are outside of North America, contact your local CA office or any member of your CA Account Team.

By clicking on the "Accept" button below, you certify that (i) you have read, you understand and you agree to abide by, the above Smart Enterprise Exchange Communities Participation Agreement and  Terms of Use ("Agreement"); (ii) you are seeking to access and/or use the Sites as an Authorized Individual; and (iii) to the best of your knowledge and belief, all information provided by you herein is accurate  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS SHOWN, YOU WILL NOT BE GRANTED ACCESS TO THE SITES.