1. Use of the Services.
1.1 Generally. You may access and use the Services in accordance with these License Terms and the agreement between you and Provider. Centilytics Service Level Agreements do not apply to your use of the Services. You will adhere to all laws, rules, and regulations applicable to your use of the Services, including the Service Terms, the Acceptable Use Policy and the other Policies as defined in Section 9.
1.2 Account Keys. Provider may provide you with account keys which will allow you to access the Services via an account. You are responsible for all activities that occur under these account keys, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors or agents) and we are not responsible for unauthorized access to the account.
1.3 Third Party Materials. Third Party Materials, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Your use of any Third Party Materials is at your sole risk.
2. Your Responsibilities
2.1 Your Materials. You are solely responsible for the development, content, operation, maintenance, and use of Your Materials. For example, you are solely responsible for:
(a) the technical operation of Your Materials, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;
(b) compliance of Your Materials with the Acceptable Use Policy, the other Policies, and the law;
(c) any claims relating to Your Materials;
(d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Materials violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act;
(e) any action that you permit, assist or facilitate any person or entity to take related to these License Terms, Your Materials or use of the Services; and
(f) End Users’ use of Your Materials and the Services and ensuring that End Users comply with your obligations under these License Terms and that the terms of your agreement with each End User are consistent with these License Terms.
2.2 Other Security and Backup. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Materials, including using encryption technology to protect Your Materials from unauthorized access and routinely archiving Your Materials.
2.3 End User Violations. If you become aware of any violation of your obligations under these License Terms by an End User, you will immediately terminate such End User’s access to Your Materials and the Services.
3. Suspension. We may suspend your or any End User’s right to access or use any portion of the Services immediately if we determine:
(a) you are, or any End User is, in breach of these License Terms; or
(b) your or an End User’s use of the Services (i) poses a security risk to the Services or any other Centilytics customer, (ii) may harm our systems or the systems or Materials of any other Centilytics customer, or (iii) may subject us or any third party to liability.
4. Proprietary Rights
4.1 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Materials; and (b) none of Your Materials or End Users’ use of Your Materials or the Services will violate the Acceptable Use Policy.
4.3 License Restrictions. Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by these License Terms and the agreement between you and Provider. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, or (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas. All licenses granted to you with respect to the Services are conditional on your continued compliance with these License Terms, and will immediately and automatically terminate if you do not comply with any term or condition of these License Terms. You will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
4.4 Suggestions. If you provide any Suggestions to us, we will own all right, title, and interest in and to the Suggestions, even if you have
designated the Suggestions as confidential. We will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
5. Indemnification. You will defend, indemnify, and hold harmless us, our licensors and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Services (including use by your employees and personnel); (b) Your Materials or the combination of Your Materials with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights or the use, development, design, production, advertising or marketing of Your Materials; or (c) a dispute between you and any End User.
6. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD PARTY MATERIALS, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS, INCLUDING YOUR MATERIALS OR THE THIRD PARTY MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
7. Limitations of Liability. WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES
- FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) SUSPENSION OF YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; OR (B) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR MATERIALS OR OTHER DATA THAT YOU OR ANY END USER SUBMITS OR USES IN CONNECTION WITH THE SERVICES (INCLUDING AS A RESULT OF YOUR OR ANY END USERS’ ERRORS, ACTS OR OMISSIONS).
8.1 Modifications to these License Terms. We may modify these License Terms (including any Policies) at any time by posting a revised version on the Centilytics Site. The modified terms will become effective upon posting.
8.2 U.S. Government Rights. In accordance with Federal Acquisition Regulation (FAR) Sections 12.211 and 12.212, and Defense Federal Acquisition Regulation Supplement (DFARS) Sections 227.7202-1 and 227.7202-3, the Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the FAR and the DFARS.
8.3 Import and Export Compliance. In connection with these License Terms, you will comply with all applicable import, re-import, export, and re-export control laws and regulations.
8.4 Governing Law; Venue. The laws of the State of Delaware, without reference to conflict of law rules, govern these License Terms and any dispute of any sort that might arise between you and us. You irrevocably consent to exclusive jurisdiction and venue of the state or federal courts located in Wilmington, Delaware with respect to any dispute arising in connection with the Services or these License Terms. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to these License Terms.
Entire Agreement. These License Terms include the Policies and are the entire agreement between you and us regarding the subject matter of these License Terms. These License Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these License Terms. If the terms of this document are inconsistent with the terms contained in your agreement with Provider, the terms contained in this document will control.
8.6 Survival. The following provisions will survive any termination of your use of the Services: Sections 2.1, 4, 5, 6, 7, 8, and 9.
“Acceptable Use Policy” means the policy currently available at www.centilytics.com/aup, as it may updated by us from time to time.
“API” means an application program interface.
“Centilytics Materials” means Materials we make available in connection with the Services or on the Centilytics Site to allow access to and use of the Services, including WSDLs; Documentation; sample code; software libraries; command line tools; and other related technology. Centilytics Materials does not include the Services.
“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Centilytics Site, as they may be updated by us from time to time.
“Centilytics Site” means www.centilytics.com & www.iris.centilytics.com and any successor or related
site designated by us.
“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for Services currently located at www.centilytics.com/resources, as such documentation may be updated by us from time to time.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Materials; or (b) otherwise accesses or uses the Services through you.
“Materials” means software (including machine images), data, text, audio, video, images or other content.
“Service” means each of the web services made
available by us, including those web services described in the Service Terms.
“Service Terms” means the rights and restrictions for particular Services located at www.centilytics.com/serviceterms, as they may be updated by us from time to time.
“Suggestions” means all suggested improvements to the Services or Centilytics Materials that you provide to us.
“Third Party Materials” means Materials made available to you by any third party on the Centilytics Site or in conjunction with the Services.
“Your Materials” means Materials you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services or otherwise transfer, process, use or store in connection with the Services.