Web Communications Policy
This Web Communications Policy (the “Policy”) applies to the Web Communications (as defined below) of employees and independent contractors of Lantronix, Inc. (“Lantronix” or the “Company”) and is effective as of January 24, 2010. All employees and independent contractors of the Company are subject to the Policy and shall remain obligated to comply with the policies and procedures described herein for so long as they are affiliated with Lantronix.
The Company may, at its sole and absolute discretion, modify, suspend, withdraw, supplement or change any aspect of the Policy at any time, in whole or in part and without prior notice to you, by updating this posting or otherwise disseminating updated Policy terms to you. Please consult the end of the Policy to determine when the Policy was last revised.
The Company reserves the right to modify the Policy, as it applies to any specific person, to grant special or unique modifications to a specific person, provided that any and all such special modifications must be in writing between the Company and the applicable individual. Any specialized modifications so made shall apply only to the individual that is a party to such written agreement.
If you are uncertain about any part of the Policy or its applicability to any individual circumstance or situation, please contact Human Resources to seek clarification. Furthermore, you are encouraged to proactively discuss matters related to the Policy in order to obviate any ambiguity or misunderstanding related to the Policy.
Please note that the Company considers violation(s) of this Policy to be a serious matter. Any violation(s) of the Policy may result in immediate disciplinary action up to and including termination. In addition, violation(s) of the Policy may subject the violator to civil or criminal liability as well as give rise to indemnification obligations.
For purposes hereof, employees and independent contractors of Lantronix are referred to as “you” or “your” and the Company is referred to as “we”, “us” or “our”.
1. Web Communications
The term “Web Communications” as used herein shall mean all Internet communications and postings, including (without limitation) all such communications and postings in all of the following settings/formats:
- Multi-media and social networking websites, including (without limitation) MySpace, Facebook, Yahoo! Groups LinkedIn, and YouTube;
- Corporate blogs (including, without limitation, any Lantronix-sponsored blog (such as a Lantronix Blog (as defined below)) as well as any other blog sponsored by any other entity);
- Personal blogs (such as those hosted or sponsored by you as well as any other blog sponsored by any other individual); and
- Wikis, such as Wikipedia, and any other similar sites where text can be posted by users.
The term “Lantronix Blog” shall mean the weblogs and website materials (located on http://www.lantronix.com/blog/, including (without limitation) any and all sub-domains, and any other locations as the Company later specifies or is reasonably apparent to you based on the character of such blog). Lantronix Blogs are sponsored by the Company to allow employees, industry enthusiasts and others to blog about Lantronix and our industry. Lantronix Blogs are visible and open to public view, comment and participation and you should conduct your activities on Lantronix Blogs with this in mind. Lantronix Blogs may also include other internal websites, such as corporate intranets, that are designed to allow employees, contractors, business partners and/or other Lantronix affiliates to communicate and/or connect with each other.
2. Standards of Conduct
- No Use of Confidential or Proprietary Information. Your Web Communications will not contain or use, whether directly or indirectly, any confidential information (including, without limitation, non-public financial information, forecasts, product information, customer data, product development plans, technical information or other sensitive information) or any other copyrighted material, trademarks, or other proprietary information of the Company or any third party that has disclosed information to Lantronix. The Company owns and retains all proprietary rights in its business, including (without limitation) confidential information, intellectual property (such as patents, trademarks and copyrights), and does not give you any rights or permission to use any such proprietary rights or information in any of your Web Communications. YOU ARE EXPRESSLY PROHIBITED IN YOUR WEB COMMUNICATIONS FROM DIRECTLY OR INDIRECTLY USING, REPRODUCING OR DISCLOSING ANY CONFIDENTIAL INFORMATION, TRADE SECRETS, PROPIETARY INFORMATION OR INTELLECTUAL PROPERTY OF LANTRONIX.
- Personal Point of View. Your Web Communications should reflect your personal point of view and in no way should express or imply that such view(s) are the point of view of Lantronix. Furthermore, you should neither claim nor imply you are speaking on our behalf. WE DO NOT ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY OPINION, ADVICE, OR STATEMENT MADE BY YOU IN YOUR WEB COMMUNICATIONS. UNDER NO CIRCUMSTANCES WILL LANTRONIX BE RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING TO ANYONE FROM YOUR WEB COMMUNICATIONS, EVEN IF WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
- Required Identification of Your Association with the Company. If your Web Communications in any way comment, directly or indirectly, on any aspect of the Company’s past, current or prospective business or any policy issue in which the Company has been, is or may in the future be involved, you must clearly identify yourself as an employee or independent contractor (as applicable) of Lantronix in such Web Communications and you must include a disclaimer that expressly states that the views stated therein are your own and not those of the Company. Specifically, you must identify your association with Lantronix if you in any way participate, directly or indirectly, on a Lantronix Blog and you must include the disclosure specified in (d) below in all such circumstances.
- Disclosure When Identifying Association with Lantronix. If you identify yourself as a Lantronix employee, contractor or other affiliation on any Web Communications or otherwise refer to Lantronix in any manner, you are required to include the following disclaimer in a reasonably prominent place: “the views expressed on this communication are mine and do not necessarily reflect the views of Lantronix.” Your Web Communications should not include our logos or trademarks, and should respect copyright, privacy, fair use, financial disclosure, and other applicable laws.
- Restrictions When Identifying with the Company. In any instance where your identity and association with the Company is disclosed (or otherwise apparent) as part of any Web Communication, you expressly agree that: (i) any such Web Communication shall not contain any fraudulent, defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material (or that which supports the commission of any illegal activity), or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity) or anything that contains a virus, or any other harmful software code or programming routine that could impair operation of website(s); and (ii) you will communicate in a respectful, professional and ethical manner and not disparage or attack any individual or entity.
- Information About Lantronix Employees or Other Affiliates. You should not circulate as Web Communications anything that you know (or should reasonable know) are written by other Lantronix employees, contractors or affiliates without informing the recipient of such Web Communications that the author of the posting is affiliated with the Company and the nature of such affiliation. Your Web Communications shall not contain any personal or business e-mail addresses or phone numbers of other Lantronix employees or [contractors] without prior written approval from the Company.
- Lantronix Blogs. We may request (in our sole and absolute discretion) that you avoid certain subjects or withdraw certain posts from any Lantronix Blog. We also reserve the right to remove any of your posted comments or communications on any Lantronix Blog site in our sole and absolute discretion. In addition, the Company may, but has no obligation to, participate or comment in any way, directly or indirectly, on any Lantronix Blog. Please also note that when you participate or comment in any way you are subject not only to this Policy but also the applicable policies and terms of use of any Lantronix Website and you are advised to read such policies and terms of use before you participate on any Lantronix Blogs.
- Legal Responsibility. You are legally responsible for your Web Communications and you may be subject to liability if your Web Communications are found to be defamatory, harassing, or in violation of any other applicable law. You may also be liable if you make Web Communications which include confidential or copyrighted information (music, videos, text, etc.) belonging to third parties. Furthermore, you hereby agree that the Company shall not be liable, under any circumstances, for any errors, omissions, loss or damages claimed or incurred due to any of your Web Communications.
- Withdrawal of Communications. We may request that you avoid certain subjects or withdraw certain Web Communications if we believe that doing so will help ensure compliance with this Policy and/or any applicable laws.
- Compliance with Other Company Policies. Your Web Communications should not violate any other applicable policy or procedure of Lantronix to which you are subject, including (without limitation) those policies and procedures set forth in any employee handbook, code of conduct, employment agreement or contractor agreement.
- Conflicts of Interest. You are expected to exercise good judgment, common sense and reasonable behavior in anticipating and managing any actual or potential conflicts of interest as they relate to your Web Communications. Any actual or potential conflicts of interest should be immediately reported to Human Resources.
- Inquiries. Any inquires from the press or other third parties related, directly or indirectly, to Lantronix should be immediately referred to the Marketing and Communications Department. In the event of such inquiry, you shall inform the inquiring party that the matter has been referred to the above for further action and provide no further information related in any manner, directly or indirectly, to the Company.
3. Indemnification
You agree to indemnify, defend and hold harmless Lantronix, its officers, directors, shareholders, employees, agents and third parties (all to the fullest extent permitted by law), for any damages, losses, costs, liabilities and expenses (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses incurred in connection with the investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising therefrom, whether or not in connection with pending or threatened litigation in which the Company or any other indemnified person is a party) relating to or arising out of (a) any Web Communications made by you; (b) your violation of any terms of this Policy; (c) your violation of any rights of a third party; or (d) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
4. Other Provisions
- Controlling Law and Jurisdiction. California law (without giving effect to its conflicts of law principles) will govern this Policy and any dispute arising out of or relating to this Policy.
- Arbitration. Any controversy or claim arising out of or relating to this Policy, or the alleged breach thereof shall be settled by binding arbitration in Orange County, California, in accordance with the applicable rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) shall be final and binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 4(a) herein. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including section 1283.05 and successor statutes, permitting expanded discovery proceedings shall be applicable to all disputes that are arbitrated under this paragraph. You and the Company shall bear equally the costs of any such arbitration.
- Miscellaneous. This Policy (along with other applicable policies and procedures of the Company) comprises the entire agreement between you and us regarding your Web Communications. The failure of Lantronix to exercise or enforce any right or provision of this Policy does not constitute a waiver of such right or provision. If any provision of this Policy is held invalid by a court or arbitrator of competent jurisdiction, then such provision shall be enforced to the maximum extent permitted by law and the remainder of this Policy will continue in full force and effect. The section titles in this Policy are for convenience only and have no legal or contractual effect.
- No Third Party Beneficiaries. No third-party beneficiaries are created by virtue of the Policy and the Company expressly disclaims any liability under any circumstances for any damages, losses and causes of action (whether in contract or in tort) to any third parties in connection with your Web Communications.
- Notice to California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
5. Last Revised
This Policy was last revised on January 24, 2010.
Copyright © 2010 Lantronix, Inc. All Rights Reserved.