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These Terms of Service along with any other terms and policies referenced herein, (collectively "Terms"), , govern your access to, and the use of, www.CyLogic.com, www.CyDrive.com and any related website owned or operated by CyLogic, Inc. (the "Sites"), and the use of, and registration with, CyDrive (defined below) through the Sites, a desktop application, a mobile application or any other means (the “Service” or “Services”)
These Terms are between CyLogic Inc. (“CyLogic”, "CyDrive", "us", "we" or "our") and you, either individually, or on behalf of your employer or any other entity which you represent ("you" or "your"). In the event you represent your employer or any other entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms and understand that they constitute a legally binding agreement as of the Effective Date (as defined below). These Terms are incorporated into every contract for the Services. PLEASE NOTE YOU ARE DEEMED AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE) IF (A) YOU ARE USING YOUR EMPLOYER OR AN ENTITY'S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; OR (B) IF YOU ARE AN ADMINISTRATOR (AS DEFINED BELOW); OR,(C) IF YOU ARE A DATA CUSTODIAN (AS DEFINED SPECIFICALLY WITHIN THE CYDRIVE CONTEXT BELOW).
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE OR ARE DEEMED NOT TO BE AN AUTHORIZED REPRESENTIVE WITH THE CAPACITY TO BIND YOUR EMPLOYER OR OTHER ENTITY, YOU MAY NOT USE OUR SITE OR ANY OF OUR SERVICES.
1.1. Our Service. The CyDrive platform is a collaboration, backup and data protection tool that helps companies to control their data and increase business effectivity, inclusive of any and all functionalities, application programming interfaces and tools offered either as part of the CyDrive platform, offered as a desktop application, online and/or via a mobile application. Specific terms may apply to you or to some of the Services and such specific terms are incorporated herein by reference and form an integral part hereof.
1.2. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Service and/or Third-Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third-Party Services regarding any future functionality or feature.
1.3. Ability to Accept Terms. If you, access and use the Sites and/or the Service, you represent and warrant that you are at least 18 years old. The Sites and/or Service are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any time so that we can verify compliance with this paragraph and these Terms.
2.1. Account Registration. To initially register for the Service, you must create an account with the Service. By creating an account ("Account") and registering for the Service you become, either individually or on behalf of your employer or any entity on behalf of whom you created the Account, a CyDrive customer (the "Customer”). The first user of the Account’s administrative services is automatically assigned as the Account administrator (the "Administrator"). The first and second users of the desktop or mobile portions of the application are automatically assigned as Data Custodians (the "Data Custodians") and Administrators.
2.2. Your Registration Information. When the Administrator creates an Account or when an individual is added into an Account such person (the “User”) must create a unique profile for the Services(the "User Profile") . When creating a User Profile, such person must: (i) agree to provide us with accurate, complete, and current information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of Third-Party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under the Customer Account or any associated User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a Third-Party, whether due to any unauthorized usage of its Account by the Administrator, any User or any third party acting on behalf of the Customer, Administrator or any User.
2.3. User Verification. All Users understand and agree that we require the provision of personal, non-public information to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that the Customer, the Administrator or any User loses access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Administrator (as the case may be) any verification we deem necessary before restoring access to or providing information regarding such Account.
2.4. Account Administrator The Administrators of an Account are, jointly and severally, deemed to be Authorized Representative(s) of the Customer, and any decision or action made by any Administrator is deemed as a decision or action of the Customer. An Administrator may assign or add other members of the Account as Administrators which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account ; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users' actions and permissions; and (iv) integrate or disable integration with Third-Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.
2.5. Account Data Custodian. The Data Custodians of an Account are included as the Authorized Representatives of the Customer in relation to the custodianship of Customer Data, and any decision or action made by any Data Custodian is deemed as a decision or action of Customer. A Data Custodian possesses important privileges and controls over the use of the Service and the Account, including, without limitation, accessing Customer Data, approving the designation of additional Data Custodians, restoring User access to the account, and restoring a User’s data when or if the User restores a CyDrive account to a new device. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Data Custodians must be carefully chosen by the Customer as this (these) person(s) will have access to all Customer Data managed by CyDrive.
2.6. Other Users. There may be additional types of Account users in the future, who will be defined within the Service and referred to herein as "Authorized Users", and collectively with the Administrator, the "Users". The features and functionalities available to the Users are determined by the relevant subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Administrator(s).
2.7. Responsibility for Authorized Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what the settings and privileges are for such User(s), including without limitation, the right of a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share files and folders, and all other User-accessible functionality. Customer is responsible for the activities of all of its Users, including changes to the Subscription they may make and how Customers use the Customer Data (as defined below) Further, Customer acknowledges that any action taken by a User of Customer's Account is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
3.1. Order Form. Our order form or invoice may be sent to you as either an online form or in-product screens or any mutually agreed upon offline form delivered by Customer, or the Administrators, to CyDrive OR CyLogic, including via mail, email or any other electronic or physical delivery mechanism (the "Order Form") . Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.
3.2. Subscription Term. The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the "Subscription Term" and the "Subscription Plan", respectively, and collectively the "Subscription").
3.3. Subscription Fees. In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the "Subscription Fees"). Unless indicated otherwise, Subscription Fees are stated in US dollars. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer, if such change may affect Customer's existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and /or suspend or cancel the Account, without notice.
3.4. Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of the purchase, of the Service hereunder (the "Taxes"), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please promptly notify us, in writing. , However, in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees payable by Customer. If Customer is located in a jurisdiction that requires us to collect additional taxes over and above the Subscription Fees, such taxes will be automatically added to the Subscription Fees collected by us.
3.5. Subscription Upgrade. During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Plan; (iii) adding additional features and functionalities; and/or (iv) upgrading to a longer Term (collectively, "Subscription Upgrades"). We reserve the right to add or remove Subscription Upgrade mechanisms at any time without notice to you. Some Subscription Upgrades or other changes may be considered as a new purchase, hence such Subscription Upgrade(s)will restart the Subscription Term , as indicated within the Service and/or the Order Form. Upon any Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) when the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be adjusted for the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
3.6. Adding Users. Unless agreed otherwise in an Order Form, any changes to the number of Users within a certain Account shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill Customer, either upon the increase of Users or at the end of the applicable month, as communicated to Customer.
3.7. Misuse of Services. Where we, at our sole discretion, believe that Customer and /or any of its Users, have misused the Service or otherwise used the Service in an excessive manner compared to the anticipated standard use we shall have the right to take action, including but not limited to (i) modifying the pricing of the Subscription (ii)impose additional restrictions as for the upload, (iii) modify storage and/or download and use of the Service according to the plan chosen by the Customer, and/or (iv) take other action or modification of the Service as we deem appropriate based on the misuse of the Service.
3.8. Billing. As part of registering, or submitting billing information, to the Service, Customer agrees to provide CyLogic with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or take any other billing actions) from Customer's payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer's designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer's credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer's credit card company).
3.9. Subscription Auto-Renewal. In order to ensure that Customer does not experience any interruption or loss of services, unless Customer disables the auto-renewal option or cancels its Subscription prior to the end of the then Current Term, Customer's Subscription automatically renews at the end of the Subscription Term. The Subscription will automatically renew for a period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term) . Accordingly, unless either Customer cancels or we cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
3.10. Discounts and Promotions. Unless expressly stated otherwise in a separate agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, CyLogic will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
3.11. Credits. Any credits that may accrue to Customer's Account, for any reason (the “Credits”), will expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the applicable Subscription Term under the Account for which such Credits were given; or (ii) in case such Credits accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits' accrual. Unless specifically indicated otherwise, Credits may be used to pay for the Services only and not for any Third-Party Service or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from Customer's respective payment method. Credits shall have no monetary nor exchange value, and will not be transferable or refundable.
4.1. Non Exclusive License. Subject to these Terms and receipt by us of all fees applicable to use of the Service, we hereby grant a limited, revocable, non-sublicensable, non-exclusive right to access and use the Service during the Subscription Term for the number of Users and /or the applicable data storage allotment set forth in an Account. Customer may use the Service solely for internal business purposes and not for further resale or distribution.
4.2. Modification or Discontinuation of the Service(s). We may add, modify or discontinue any feature, functionality or any other tool, within the Service(s) and/or Sites, at our own discretion and without prior notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.
4.3. Beta Services. We may designate enhancements to the Services or a new Service as "Beta Service" that we may make available at no charge. Such Beta Service will not be ready for use in a production environment and its operation may be unpredictable and lead to erroneous results. You are under no obligation to use a Beta Service. If You choose to use a Beta Service You agree the Beta Service (i) is experimental and has not been fully tested; (ii) may not meet Your requirements; (iii) use or operation may not be uninterrupted or error free and is for purposes of evaluating and testing the serviced and providing feedback to us. You agree to report promptly to us any errors or other deficiencies in the Beta Service and will hold all information relating to use and performance of the Beta Service in strict confidence and not disclose such information to any unauthorized third parties. Use of any Beta Service is otherwise subject to these Terms. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, ALL BETA SERVICE(S) ARE PROVIDED "AS-IS" AND "AS-AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. You hereby waive all claims, now known or later discovered, that You may have against us and our suppliers and licensors arising out of use of any Beta Service.
5.1. Customer Data. Customer Data is any data, including but not limited to, files, text, images, reports, personal information, or any other content, that is submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer's behalf (the "Customer Data"). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service.
5.2. Customer Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein for any Customer Data that you manage through the Service; and (ii) Your use of such Customer Data as set forth in these Terms, does not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary, privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations or conventions, including those related to data privacy and data transfer and exportation (the "Laws"); (c) violate any of your or any Third-Party's policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that CyDrive shall have not access to, monitor and/or moderate the Customer Data and there shall be no claim against CyLogic or CyDrive for not doing so.
Limitation on Data Submitted to CyLogic or CyDrive You shall not submit to the Service, CyLogic or CyDrive any Customer Data or other data that is protected under any special legislation and requires a unique treatment, including, without limitation, (i) categories of data enumerated in European Union Regulation 2016/679 (the GDPR”) or any similar legislation or regulation in any other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act ("HIPAA"), or any similar legislation in other jurisdiction, unless Customer and CyDrive separately enter into a HIPAA Business Associate Agreement ; (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card standards; (iv).any federal or state privacy laws or regulations, (v) any data that is subject to the above laws or regulations as same may be amended or supplemented from time to time; and (v) any other information or data that is protected or restricted by any other legislation or regulation whether at the present time or due to legislation and regulation that may be enacted or adopted during the Subscription Term or any extension or amendment thereto.
6.1. Our Intellectual Property. The Service and Sites, inclusive of materials, such as software, application programming interfaces, design, text, editorial materials, informational text, photographs, illustrations , audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, " CyLogic Materials"), are the property of CyLogic and its licensors, and may be protected by copyright, patent, trade secret law or other intellectual property laws and treaties of jurisdictions throughout the world and by international treaty provisions. With respect to the relationship between you and CyLogic, CyLogic retains all right, title and interest, including all intellectual property rights, in and to the CyLogic Materials.
6.2. Customer Reference . Customer acknowledges and accepts that CyLogic has the right to use Customer's name and logo to identify Customer as a customer of CyLogic or User of the Service, on CyLogic or CyDrive's website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting legal@CyLogic.com.
6.3. Limited License. Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer's internal purposes. The Service is licensed, not sold. Except for the limited rights granted in these Terms, we retain all right, title, interest and intellectual property rights in the Service.
6.4. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any Third-Party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any Third-Party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at CyLogic's sole discretion) an unreasonable or disproportionately large load on the CyDrive/CyLogic infrastructure or infrastructure which supports the Sites or Service ; (vi) interfere or attempt to interfere with the integrity o proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter CyLogic or CyDrive's or any Third-Party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without CyDrive's prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any Third-Party (including other Authorized Users) to do any of the foregoing.
6.5. Feedback. As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of CyDrive Materials, the CyDrive Service, the API (in case you are the Administrator or Data Custodian) and/or the Sites ("Feedback"). Such Feedback is deemed an integral part of CyLogic Materials, and as such, it is the sole property of CyLogic without restrictions or limitations on use of any kind. CyLogic may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any Third-Party rights; (ii) irrevocably assign to CyLogic any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.
6.6. API Use. We may offer an application programming interface that provides additional ways to access and use the Service ("API"). Such an API is considered a part of the Service, and its use is subject to all these Terms. Without derogating from Sections 6.1 through 6.4 hereof, you may only access and use our API for your internal business purposes, or in order to create interoperability and integration between the Service and other products, services or systems you use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and /or Customer's access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
7.1. Security . CyLogic implements reasonable security measures and procedures to assist in protecting your Customer Data.
7.2. Privacy Policy . As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.
7.3. Data Processing Agreement ("DPA"). By using the Service, Customer also accepts our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer's behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the "GDPR").
7.4. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and /or Sites, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites and Service, and for other business purposes. "Anonymous Information" means information which does not enable identification of an individual, such as aggregated and analytics information. CyLogic owns all Anonymous Information collected or obtained by CyDrive or CyLogic.
8.1. Third-Party Services. The Service may enable you to engage, interact and/or procure certain Third-Party Services, products, apps and tools in connection with the Service, including, without limitation, Third-Party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service (collectively, "Third Party Services").
8.2. Independent Relationship. You acknowledge and agree that regardless of the manner in which such Third-Party Services may be offered to you, we are merely an intermediary platform between you and such Third-Party Services, and we do not, in any way, endorse any such Third-Party Services, and are not i responsible or liable with respect to any such Third-Party Services. Your relationship with such Third-Party Services and any terms governing your payment for, and use of, such Third-Party Services, including without limitation, the collection, processing and use of your data by such Third-Party Services, are subject to a separate contractual arrangement between you and the provider of such Third-Party Service (the "Third-Party Agreement"). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third-Party Service with the Third-Party Agreement.
8.3. Integration with a Third-Party Service and your Customer Data. Through the Service you and any other Authorized User within the Account , may enable an integration of your Account, with Third-Party Services, which will allow an exchange, transmission, modification, or removal of data between us and the Third-Party Service, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third-Party Service , is governed by the Third-Party Agreement and CyLogic is not responsible for any access , collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third-Party Service or for such Third-Party Service privacy and security actions, inactions or general practices. By integrating and/or using the Third-Party Services, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third-Party Service and other data activities you may conduct or may permit third parties, including the Third-Party Service, to conduct; (b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third-Party Service. We shall have no obligation of any kind, for any such modification and /or removal of data, either in the Account with us and/or the integrated Third-Party Service.
8.4. Payment for Third-Party Services. Third-Party Services may be offered free of charge or for a certain fee, either charged directly by the Third-Party Service or by CyLogic. You are responsible for payments for all Third-Party Services. Payments to Third-Party Services do not involve CyLogic in any way. Whenever CyLogic charges Customer on behalf of itself and not as an agent on behalf of the Third-Party Service, the payment terms, including the payment of fees, renewal and refund policy, are governed by Sections 8 and 9 herein Change of Fees. Customer acknowledges that any Third-Party Service may change the fees for the Third-Party Service from time to time, including imposing a new charge on a Third-Party Service that was provided for free.
8.6. Discontinuation of a Third-Party Service. CyLogic reserves the right to discontinue the use or suspend the availability of any Third-Party Service through our Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third-Party Service along with our Service.
8.7. Links. The Sites and Service may contain links to Third-Party websites that are not owned or controlled by us (the "Links"). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third-party websites. You: (i) are solely responsible and liable for your use of and linking to Third-Party websites and any content that you may send or post to a third-party website; and (ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users', use of any Third-Party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each Third-Party website that you may choose to visit.
8.8. Limitations of Liability. CYLOGIC BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD-PARTY SERVICE'S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD-PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD-PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY SERVICE'S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD-PARTY AGREEMENT, MEET YOUR NEEDS.
9.1 Our Service includes third-party codes and libraries that are subject to third-party open source license terms (the "Open Source Code" and the "Open Source Terms", respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.
9.2 . Payment through Reseller. If Customer purchased a Service from a reseller or distributor authorized by us ("Reseller"), then to the extent there is any conflict between these Terms and the agreement entered between Customer and the respective Reseller, including any purchase order ("Reseller Agreement"), then, as between Customer and CyLogic, these Terms shall prevail. Any rights granted to Customer and/or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Reseller. In that case, Customer must seek redress or realization or enforcement of such rights solely with the Reseller and not CyLogic. For clarity, Customer's and its Users' access to the Service is subject to our receipt from Reseller of the payment of the applicable Fees paid by Customer to Reseller. Customer hereby acknowledges that at any time, at our discretion, the billing of the Subscription Fees may be assigned to us, such that Customer shall pay us directly the respective Subscription Fees .
10.1 Refund Policy. If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the "Refund Period"). In the event that Customer terminates such initial purchase of a Service , within the Refund Period, we will refund Customer the Subscription Fees paid in respect of such terminated Subscription (the "Refund"). The Refund is applicable only to the initial purchase of the Service by Customer and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that the Refund amount may be different than the amount Customer was charged due to currency changes and Third-Party fees, such as wire transfer fees, and we shall not be responsible for any differences caused by change of currency exchange rates or fees that Customer was charged by third parties. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received, we reserve our right to reject Customer's Refund request.
10.2 Non-Refundable Services. Certain Services may be non-refundable. In such event we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.
10.3 Chargeback. If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on Customer's Account ("Chargeback”), this will be considered as a breach of Customer's payment obligations hereunder, and Customer's use of the Service may be disabled or terminated and such use of the Service will not resume until Customer re-subscribes, and pays any applicable Subscription Fees in full, including any fees and expenses incurred by us and /or any Third-Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor). Such Chargeback shall not limit any other remedy that may be applicable to us under these Terms or applicable law.
11.1 Trial Service. We may offer, from time to time, part or all of our Services on a free, no-obligation trial version ("Trial Service"). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and /or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the "Trial Subscription"),
11.2 Pre-Released Services . Note that we may offer, from time to time, certain Services in an Alpha or Beta versions (the "Pre-Released Services") and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and /or not operate as intended and designated, more than usual.
11.3 Governing Terms of Trial Service and Pre-Released Services. The Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Service and Pre-Released Services (i) such services are licensed hereunder on as "As-ls", "With All Faults" "As Available" basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 16.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CYDRIVE, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS , UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD-PARTY SERVICES), EXCEED US$100. We make no promises that any Trial Service and/or Pre-Released Services will be made available to you and /or generally available.
12.1 Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
12.2 Termination for Cause. Either Customer or us may terminate the Service and these Terms, upon written notice, in the event that that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
12.3 Termination by Customer. Customer may terminate its Subscription to the Service by cancelling the Service and /or deleting the Account, whereby such termination shall not derogate from Customer's obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer's obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.
12.4 Effect of Termination of Service. Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to you hereunder shall terminate, and all Customer data stored by Customer within the System shall be deleted, and we may change the Account's web address. It is Customer's sole liability to export the Customer Data prior to such termination or expiration. Customer acknowledges the foregoing and its sole responsibility to export and /or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or Third-Party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.
12.5 Survival. Sections 2.6 3, 5, 6 , 7, 11.3, 12, 13, 14, 15, 17,21 and 22 shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.
12.6 Suspension. We may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third-party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third-party, and /or may raise any liability for us or any third-party; (ii) we believe, at our sole discretion, that you or any third-party, are using the Service in breach of these Terms or applicable Law; (iii) Customer's payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer's or any of its Users' breach of the Acceptable Use Policy. The aforementioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law. CyLogic may charge a fee for releasing the Customer Data from Suspension.
13.1 Confidential Information. In connection with these Terms and Conditions (including the evaluation thereof), each party ("Disclosing Party") may disclose to the other party ("Receiving Party"), non-public business, product, technology and marketing information, including without limitation, customer lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the "Confidential Information"). For the avoidance of doubt, (i) Customer Data is regarded as Customer's Confidential Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (d) the Receiving Party can show was independently developed by the Receiving Party or a third party without any use or reference to the Confidential Information.
13.2 Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third-party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
13.3 Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
14.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD-PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
14.2 WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON'T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
14.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS , SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITES.
15.1 IN NO EVENT SHALL CYLOGIC OR ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD-PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (Ill) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT CYLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE .
15.2 IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CYLOGIC, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
16.1 Specific Laws. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.
16.2 Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
17.1 By Customer. Customer hereby agrees to indemnify, defend and hold harmless CyLogic, CyDrive and their affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, "Losses") incurred as a result of any third-party claim arising from (i) Customer's and/or any of its Users', violation of these Terms or applicable Law; and /or (ii) Customer Data, including the use of Customer Data by CyLogic, CyDrive and /or any of their subcontractors, infringes or violates, any third-party's rights, including, without limitation, intellectual property, privacy and /or publicity rights.
17.2 By CyLogic. CyLogic hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third-party claim or demand against Customer, alleging that Customer's authorized use of the Service infringes or constitutes misappropriation of any third-party's copyright, trademark or registered US patent (the "IP Claim"), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys' fees. CyLogic's indemnity obligations under this Section 17shall not apply if: (i) the Service (or any portion thereof) was modified by Customer or any of its Users or any Third-Party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer's indemnity obligations under Section 17.1 above. Without derogating from the foregoing defense and indemnification obligation, if CyLogic believes that the Service , or any part thereof, may so infringe, then CyLogic may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if CyLogic determines that the foregoing remedies are not reasonably available, then CyLogic may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term . THIS SECTION 16.2 STATES CYLOGIC'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY CYLOGIC AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
17.3 Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 17 are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee's failure to do so will not relieve the indemnifying party of its obligations under this Section 17, except to the extent the indemnifying party's defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party's expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defense of, or response to, such claim.
The Service is subject to U.S. or foreign export controls, Laws and regulations (the "Export Controls"), and you acknowledge and confirm that: (i) you are not located in or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and /or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
Occasionally we may make changes to these Terms, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reason we deem necessary, at our sole discretion. When we make material changes to these Terms, we'll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
If Customer is part of a U.S. Government agency, department or otherwise, either federal, state or local (a "Government Customer"), then Government Customer hereby agrees that the Service under these Terms qualifies as "Commercial Computer Software" and "Commercial Computer Software Documentation", within the meaning of Federal Acquisition Regulation ("FAR") 2.101, FAR 12.212, Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7201, and DFARS 252.227-7014. Government Customer further agrees that the terms of this Section 20 shall apply to Government Customer. Government Customer's technical data and software rights related to the Service include only those rights customarily provided to the public as specified in these Terms in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 227.7202-1 and General Services Acquisition Regulation ("GSAR") 552.212-4(w) (as applicable). In no event shall source code be provided or considered to be a deliverable or a software deliverable under these Terms. We grant no license whatsoever to any Government Customer to any source code contained in any deliverable or a software deliverable. If a Government Customer has a need for rights not granted under the Terms, it must negotiate mutually acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Any unpublished-rights are reserved under applicable copyright laws. Any provisions contained in these Terms that contradict any Law applicable to a Government Customer, shall be limited solely to the extent permitted under such applicable Law.
21.1 Governing Law; Jurisdiction. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Maryland without regard to its provisions relating to conflicts of laws. Courts of competent jurisdiction located in Maryland shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. Notwithstanding the foregoing, CyLogic reserves the right to seek injunctive relief in any court in any jurisdiction.
21.2 Class Action Waiver. YOU AND CYLOGIC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and CyLogic mutually agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.
22.1 Translated Versions. These Terms were written in English, and may be translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with the English version, the provisions of the English version shall prevail.
22.2. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
22.3 Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no Third-Party beneficiaries to these Terms .
22.4 Notice. We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section224. Our contact details for notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to CyLogic Inc., attn: General Counsel, at legal@CyLogic.com, or sent to 8401 Connecticut Ave #1260, Chevy Chase, MD 20815, USA.
22.5 Assignment. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a Third-Party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 21.5 shall be null and void.
22.6 Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
22.7 No Waiver. No failure or delay by wither party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.