CHAOS SOFTWARE TERMS OF SERVICE
IMPORTANT. Please read these Terms carefully before You start using Services. You should keep a copy of these Terms for Your records.
Any and all access and/or use of the Services, as defined hereunder, by You will be governed by these Terms. By accepting these Terms during Your account registration or subscription process, or by using Your existing account after the implementation of the Terms, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. If You do not agree to these Terms, You do not have the right to access or use the Services. If You do not agree to all of the terms and conditions of these Terms, You should not select the "I Agree" button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to these Terms and You are not permitted to access or use the Service. Nevertheless, any unauthorized use or access by You still constitutes agreement and consent to these Terms.
The clause headings are included for convenience only, have no legal effect and shall be ignored when construing these Terms. Capitalized terms are defined in these Terms, or elsewhere in the other applicable terms and conditions accepted hereby by reference.
36. "Users" means Your individual employees and Your consultants, contractors, agents and others with whom you conduct business for the internal purposes of Your enterprise, for whom You have purchased subscriptions to a Service who access and use the Service only for Your benefit or as part of Your project.
1. SUBJECT MATTER
1.1. Subject to Your compliance at all times with these Terms, Chaos will provide You the Services, and You may access and use the Service, and You may permit the Service to be accessed and used by Your Users, provided all such access and use is solely for Your internal enterprise business purposes and is in the form made accessible and/or provided by Chaos.
1.3.All payments and fees, if any, for the Services are subject to the applicable terms and conditions governing payments between You and Chaos and/or a third party payment provider, authorized reseller and/or merchant.
2. RESTRICTIONS AND LIMITATIONS
2.1. This is an intuitо personae contract for Service that is personal to You, and You may not personally, nor You may permit any third party to:
Chaos has the right, but not the obligation, upon its free discretion to immediately disable or suspend access to Your Content/ Result and/or suspend Your access to the Offering (or take other action as may be required to comply with law) without notice to You. You acknowledge and agree that Chaos also may suspend or terminate Your access to the Offering if any information You provide to Chaos in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete. Chaos may remove any content that is posted to the Service without notice if it believes that such content exceeds Entitlement or (if the Entitlement does not specify) reasonable storage limits.
3. PREREQUISITES AND REQUIREMENTS
3.1. Internet access may be needed at all times, and creation or log into an account may be needed to use the Service. You and Your Users shall not share any user ID or passwords provided to You hereunder, and You agree not to allow anyone else to access Your account or Your site (except if expressly allowed by Chaos) or do anything else that might jeopardize the security of Your account.
3.3. Services may NOT be available in all countries or locations now or in the future. These terms do not change any territorial restrictions applicable to Your use of any Other Chaos Product.
4. CONTENT AND RESULT
4.1. Services may allow You to upload, submit, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. In short, what belongs to You, stays Yours. You shall maintain ownership of, but also responsibility for Your Content, Result and responsibility for Your conduct while using the Offering. You agree that Your Content, Result and Your (and Your Users) conduct in using the Offering will comply with all applicable laws, rules and regulations and all other Policies.
4.7. Services will be provided using processes and safeguards which are designed to help maintain the security of Your Content and/or Result that are economically appropriate for the Services. Chaos from time to time may have external auditors to verify Chaos adherence to Chaos security controls applicable to certain Chaos services.
5. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY
5.1. Chaos will make the Service available to You and Your Users consistent with the manner in which Chaos makes the Services generally available to users of the Service. Chaos shall provide support services via email, during regular business hours and will endeavor in good faith to respond to customer support inquiries within two (2) business days, provided that both conditions are met: You and Users have installed the most current updates of the Software and You and Users are not running a beta version of the Software, Client Software, Portal and/or the Offerings.
5.2.Any SLAs which may be available in connection with the Service will be Additional Agreements and the credits (if any) set forth in any SLA will be Your sole and exclusive remedy for Chaos’ failure to meet the identified service levels. Not all Services will have SLAs. Chaos does not make any representations or guarantees related to uptime or availability of the Offering, except as specifically identified in the applicable SLA, if any.
6. THIRD PARTY MATERIALS
6.1 Services and Offerings may be accompanied, may contain or Chaos may provide from time to time other own and/or Third Party Materials, including but not limited to, software, drivers, data, documents, materials, etc. Third Party Materials may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in these Terms. Unless such terms are included or specifically referenced, Third Party Materials are subject to these Terms. In case such terms apply You agree to comply with them.
6.2 You will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any Third Party Materials, software, data, documents or other materials, etc. You acknowledge and agree that Chaos has no responsibility for, and makes no representations or warranties regarding, such Third Party Materials, software, data, documents or other materials or Your use of such Third Party Materials. Chaos may at any time, for any reason, modify or discontinue the availability of any Third Party Materials.
7. PROPRIETARY RIGHTS
7.1.1. You acknowledge and agree that Chaos and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, API, Materials, Metrics, Documentation, Portal, Entitlement Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (NOTE: excluding Your Content and Result).
7.3.3. Except as set forth in this section, no other right or license of any kind is granted to You with respect to the Client Software. As a clarification, all of the Restrictions applicable to the Other Chaos Product and the Offering apply to the Client Software and Your use of the Client Software is also subject to the disclaimers, limitations and the Export Laws referenced hereunder.
8. PRIVACY AND CONFIDENTIALITY
8.2.3 Confidential information may be used only internally and only in conjunction with and for Recipient’s own authorized internal use agreed hereunder within the scope of these Terms and any Additional Agreement. Recipient shall maintain the confidentiality of the Disclosing Party’s Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.
9. INDEMNIFICATION AND WARRANTIES.
9.1. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at Chaos’s request), and hold harmless Chaos Parties against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Chaos Parties by reason of any Claim. If requested by Chaos to defend a Claim, You will not agree to any settlement without the prior written consent of Chaos, and Chaos shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing.
(4) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.
10. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES. OTHERS
10.1.NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE EULA, THE OFFERING IS PROVIDED "AS IS" AND "AS AVAILABLE." CHAOS PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE OFFERING IS AT YOUR OWN DISCRETION AND RISK. CHAOS PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE OFFERING WILL BE ERROR-FREE, COMPLETE, SECURE OR THE CONTENT/ RESULT WILL NOT BE OTHERWISE LOST OR DAMAGED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. CHAOS PARTIES DO NOT WARRANT THAT THE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND CHAOS PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE OFFERING; (2) USE OF THE OFFERING INCLUDING ANY CONTENT, RESULT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE OFFERING INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. CHAOS PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. CHAOS PARTIES DO NOT REPRESENT OR WARRANT THAT THE OFFERING IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. This Section will be enforceable to the maximum extent allowed by applicable law. No information or advice (whether written, oral or otherwise) provided by Chaos Parties or their representatives will create any warranty or in any way affect the disclaimers of warranty or limitations of liability expressly provided in these Terms.
10.4.The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in these Terms are a fundamental basis of the bargain between You and Chaos, and are a material part of the consideration received by Chaos for the provision of the Offering under these Terms, and Chaos would not have entered into these Terms and provided the Offering in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
11. TERM AND TERMINATION
11.1.These Terms shall become effective on the date You first agree to these Terms.
11.16.Upon any termination of these Terms for any reason, You and Your Users must immediately cease using the Service. Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement. Sections which by their nature should survive termination, will automatically survive termination of these Terms for any reason. It is Your responsibility to retain copies of Your Content/ Result. Upon termination Chaos shall have the right to immediately deactivate Your account(s) and suspend access to Your Content/ Result and, following the Result Retrieval Period, may delete, without notice, Your Content/ Result, if any, and all backups thereof, and Chaos Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.
12.1.These Terms, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) these Terms.