CliQr Terms of Service

Effective March 19, 2014

1. Your Agreement with CliQr Technologies, Inc.

1.1 Your use of the CliQr CloudCenter service (“CliQr Service”) is governed by this agreement (the "Terms"). "CliQr" means CliQr Technologies, Inc. and its subsidiaries or affiliates involved in providing the CliQr Service. The "CliQr Services" means the services CliQr makes available through this website, including this website, the CliQr cloud computing platform - CloudCenter, the CliQr API, the CliQr CLI, the CliQr Agent, and any add-ons such as CliQr CloudConnect, CliQr CloudOrchestrator that may be installed on your premises to manage private cloud resources from CliQr CloudCenter, and any other software or services offered by CliQr in connection to any of those.

1.2 In order to use the CliQr Services, you must first agree to the Terms. You can agree to the Terms by actually using the CliQr Services. You understand and agree that CliQr will treat your use of the CliQr Services as acceptance of the Terms from that point onwards.

1.3 You may not use the CliQr Services if you are a person barred from receiving the CliQr Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the CliQr Services. You affirm that you are over the age of 13, as the CliQr Services are not intended for children under 13.

1.4 You agree your purchases of CliQr Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by CliQr or any of its affiliates regarding future functionality or features.

2. Your Account and Use of the CliQr Services

2.1 You must provide accurate and complete registration information any time you register to use the CliQr Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify CliQr immediately.

2.2 Your use of the CliQr Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3 You agree not to (a) access (or attempt to access) the administrative interface of the CliQr Services by any means other than through the interface that is provided by CliQr in connection with the CliQr Services, unless you have been specifically allowed to do so in a separate agreement with CliQr, or (b) engage in any activity that interferes with or disrupts the CliQr Services (or the servers and networks which are connected to the Service).

2.4 You may not access the CliQr Services for the purpose of bringing an intellectual property infringement claim against CliQr or for the purpose of creating a product or service competitive with the CliQr Services.

3. Service Policies and Privacy

3.1 The CliQr Services shall be subject to the privacy policy for the CliQr Services available at privacy policy (or such URL as CliQr may provide), which references and incorporates CliQr's privacy policy. You agree to the use of your data in accordance with CliQr's privacy policies.

3.2 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with CliQr user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to CliQr.

4. Fees for Use of the CliQr Services

4.1 Subject to the Terms, the CliQr Services are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services or pay for overages. During the period when any feature of the CliQr Services is offered as a Beta version, or/and information about limits and pricing for additional resources and services is not available at a public URL, these limits and pricing shall be agreed to by the parties as per a licensing agreement, prior to the use of CliQr Services.

4.2 If You register on our website for a free trial (“Test Flight”), We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

4.3 For all purchased resources and services, CliQr will charge your credit card on a monthly basis or at the interval indicated in the licensing agreement, agreed to in writing by both parties fees and payment policies. Late payments may bear interest at the rate of 1.0 % per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees CliQr incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on CliQr's measurements of your use of the CliQr Services, unless otherwise agreed to in writing. All sales are final. No refunds shall be made available. Nothing in these Terms obligates CliQr to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to CliQr may be shared by CliQr with companies who work on CliQr's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to CliQr and servicing your account. CliQr may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. CliQr shall not be liable for any use or disclosure of such information by such third parties. CliQr reserves the right to discontinue the provision of the CliQr Services to you for any late payments.

4.4 CliQr may change its fees and payment policies for the CliQr Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL CliQr may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

5. Content on the CliQr Services and Take Down Obligations

5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the CliQr Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content includes any software applications that you may run using the CliQr cloud-computing platform and the CliQr Services (collectively, "Applications").

5.2 CliQr reserves the right (but shall have no obligation) to remove any or all Content from the CliQr Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from CliQr. In the event that you elect not to comply with a request from CliQr to take down certain Content, CliQr reserves the right to directly take down such Content or to disable Applications.

5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. CliQr reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.

5.4 You agree that you are solely responsible for (and that CliQr has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the CliQr Services and for the consequences of your actions (including any loss or damage which CliQr may suffer) by doing so.

5.5 You agree that CliQr has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

6. Proprietary Rights

6.1 You acknowledge and agree that CliQr (or CliQr's licensors) own all legal right, title and interest in and to the CliQr Services, including any intellectual property rights which subsist in the CliQr Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2. Unless you have agreed otherwise in writing with CliQr, nothing in the Terms gives you a right to use any of CliQr's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

6.3 Except as provided in Section 8, CliQr acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, run, transmit or display on, or through, the CliQr Services, including any intellectual property rights which subsist in that Content and the Applications (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with CliQr, you agree that you are responsible for protecting and enforcing those rights and that CliQr has no obligation to do so on your behalf.

7. License from CliQr and Restrictions

7.1 CliQr gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by CliQr as part of the CliQr Services as provided to you by CliQr. This license is for the sole purpose of enabling you to use and enjoy the benefit of the CliQr Services as provided by CliQr, in the manner permitted by the Terms.

7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the CliQr Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by CliQr in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the CliQr Services or any applications running on the CliQr Services.

7.3 Open source software licenses for components of the CliQr Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with CliQr for the use of the components of the CliQr Services released under an open source license.

8. License from You

8.1 CliQr claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the CliQr Services you give CliQr a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling CliQr to provide you with the CliQr Services. Furthermore, by creating an Application through use of the CliQr Services, you give CliQr a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such CliQr for the sole purpose of enabling CliQr to provide you with the CliQr Services.

8.2 You may choose to or CliQr may invite you to submit comments or ideas about the CliQr Services, including without limitation about how to improve the CliQr Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CliQr under any fiduciary or other obligation, and that CliQr is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 You agree that CliQr, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the CliQr Services.

9. Software Updates

9.1. The Software which you use may automatically download and install updates from time to time from CliQr. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit CliQr to deliver these to you) as part of your use of the Service.

10. Modification and Termination of the CliQr Services

10.1 CliQr is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the CliQr Services which CliQr provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the CliQr Services will be effective with respect to all versions of the CliQr Services; examples of changes to the form and nature of the CliQr Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

10.2 You may discontinue your use of the Service at any time. You will not receive any refunds on discontinuing the service.

10.3 You agree that CliQr, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the CliQr Services may be without prior notice, and you agree that CliQr will not be liable to you or any third party for such termination.

10.4 You are solely responsible for exporting your Content and Application(s) from the CliQr Services prior to termination of your account for any reason, provided that if CliQr terminates your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).

10.5 Upon any termination of the CliQr Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, and 16 shall continue to be effective after these Terms are terminated.

11. EXCLUSION OF WARRANTIES

11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT CliQr'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE CliQr SERVICE IS AT YOUR SOLE RISK AND THAT THE CliQr SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

11.3 CliQr, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE CliQr SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CliQr, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE CliQr SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE CliQr SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE CliQr SERVICES WILL BE ACCURATE.

12. LIMITATION OF LIABILITY

12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CliQr, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

12.2 THE LIMITATIONS ON CliQr'S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT CliQr HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 You agree to hold harmless and indemnify CliQr, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "CliQr and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the CliQr Services, (c) your violation of applicable laws, rules or regulations in connection with the CliQr Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, CliQr will provide you with written notice of such claim, suit or action.

14. Other Content

14.1 The CliQr Services may include hyperlinks to other web sites or content or resources or email content. CliQr may have no control over any web sites or resources which are provided by companies or persons other than CliQr.

14.2 You acknowledge and agree that CliQr is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

14.3 You acknowledge and agree that CliQr is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

15. Changes to the Terms

15.1 CliQr may make changes to the Terms from time to time. When these changes are made, CliQr will make a new copy of the Terms available.

15.2 You understand and agree that if you use the CliQr Services after the date on which the Terms have changed, CliQr will treat your use as acceptance of the updated Terms.

16. General Legal Terms

16.1 The Terms constitute the whole legal agreement between you and CliQr and govern your use of the CliQr Services (but excluding any services which CliQr may provide to you under a separate written agreement), and completely replace any prior agreements between you and CliQr in relation to the CliQr Services.

16.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

16.3 If CliQr provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

16.4 You agree that CliQr may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the CliQr Services. By providing CliQr your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

16.5 You agree that if CliQr does not exercise or enforce any legal right or remedy which is contained in the Terms (or which CliQr has the benefit of under any applicable law), this will not be taken to be a formal waiver of CliQr's rights and that those rights or remedies will still be available to CliQr.

16.6 CliQr shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

16.7 The Terms, and your relationship with CliQr under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and CliQr agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms.

This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse CliQr or its use of the work.

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CliQr Technologies, CliQr CloudCenter and CloudBlade™ interface are trademarks of CliQr Technologies, Inc. All other registered or unregistered trademarks are the sole property of their respective owners.

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