by Tangicloud Technologies, Inc.
IMPORTANT NOTICE – READ CAREFULLY: Prior to download, installation, copy or use of this extension, please read the below terms of the product application. BY DOWNLOAD, INSTALLATION, COPY OR USE OF THE EXTENSION YOU EXPRESSLY CONSENT AND AGREE TO THESE TERMS AND CONDITIONS. ALL OF THE CLAUSES ARE IMPORTANT, BUT PLEASE PAY SPECIAL ATTENTION TO THE CLAUSES THAT ARE IN BOLD AND ITALIC FONT STYLES AS THESE CLAUSES MAY LIMIT OUR RESPONSIBILITY OR INVOLVE SOME RISK FOR YOU.
YOU AGREE THAT YOUR USE OF THE EXTENSION INDICATES THAT YOU HAVE READ THIS EULA; YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS PROVISIONS.
Definitions and interpretation:
In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –
3. Grant of license
Tangicloud grants to You a limited, non-transferable, non-assignable license to download and use Fundamentals for the Term, subject to the terms of this Agreement. We reserve all other rights. The rights granted to You are revocable which means that we can take back such rights.
You may use the Extension in accordance with this license if You:
(i) Do not remove any proprietary notice language in any copies of the Extension;
(ii) use the Extension only in accordance with this Agreement and you do not copy, transfer, post, or broadcast the Extension in any media;
(iii) make no modifications to any of the content in the Extension, including reverse engineering, decompilation or disassemble of the Extension, unless authorized by us in writing;
(iv) do not make any additional representations or warranties relating to the Extension.
(v) may only use the Extension for internal purposes;
(vi) agree not to use the Extension for any resale purposes;
(vii) may not transfer your rights to use the Extension to a third party. Only You are permitted access the Extension and You shall not permit any other persons or other third parties to access the Extension.
(viii) are responsible for maintaining the confidentiality of any ID and password used to access the Extension.
(ix) not to use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
(x) not to infringe our Intellectual Property Rights or those of any third party;
(xi) not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App;
(xii) not to introduce any Destructive Code into the App;
(xiii) not to use the App in a way that could damage, disable, overburden, impair or compromise our systems, IT Facilities, security or interfere with other users;
4. Fees and costs
As consideration for the license to use the Extension, You shall pay a License Fee according to the Term specified. License Fees are non-refundable.
This Agreement shall commence upon payment of the first year subscription and shall renew automatically unless terminated with 30 days’ notice by the End User.
6. Disclaimer and limitation of liability:
Disclaimer of warranties
As far as the law allows, the Extension is provided to You on an “as is” and “as available” basis” and without any representation or warranty of any kind is given on behalf of Tangicloud or its licensors, whether express or implied, including, but not limited to warranties of performance, merchantability, and fitness for a particular purpose. No warranty is made as to any particular features of the Extension or that the Extension will perform in conjunction with any other software or hardware.
Limitation of liability
As far as the law allows, we will not be responsible to you (and we disclaim all liability) for any loss, liability, injury or damage (whether direct, indirect, incidental, special, punitive or consequential) whatsoever resulting from –
whether based on warranty, contract, delict or any other legal theory, and whether or not we have been advised of the possibility of such loss, liability, injury or damages.
7. Intellectual Property:
All Intellectual Property Rights in and to the Extension or contained in any documents (in electronic form or otherwise) relating to the Extension belong to us and/or our licensors. You do not have any Intellectual Property Rights in the Extension, or in any improvements or variations that may be made to them.
You acknowledge that You will not –
You indemnify us against all actions, claims, costs, demands, expenses and other liabilities suffered or incurred by us as a result of any third-party claims initiated and/or instituted against us relating to Your unauthorized use of the Extension or the contents therein or any other Intellectual Property Rights flowing from them.
Nothing contained in this Agreement shall be construed as granting, by implication or otherwise, any license or right to use any of our Intellectual Property Rights without the express permission of Tangicloud or such party that may own the trademark.
Any breach of this clause 5 entitles us, in addition to our other remedies available in law, to take legal action against You without prior written notice and You agree to reimburse the costs associated with such legal action on an attorney and own client scale.
You acknowledge that (a) the Extension and all related documentation and specifications; and (b) the results and feedback from any test or evaluation are all Confidential Information that contains highly confidential, secret and valuable information of Tangicloud and its Affiliates. You agree that You shall not reproduce, sell, transfer, publish, disclose, display or otherwise make available to third parties the Confidential Information or any other proprietary information of Tangicloud and its Affiliates.
Tangicloud may provide You with Support Services related to the Extension. Any supplemental Extension code provided to You as part of the Support Services shall be considered part of the Extension and subject to the terms and conditions of this EULA. With respect to technical information You provide to Tangicloud as part of the Support Services, Tangicloud may use such information for its business purposes, including for product updates and development.
Tangicloud shall ensure technical support for the most up-to-date version of the Extension. Throughout the term of this Agreement, You shall have the right to use the following services:
10. Personal data:
If any Personal Data in Your Data is processed through the use of the Extension by You, (i) You shall at all times remain the data controller of and responsible for such Personal Data for the purposes of the use of the Extension; (ii) Tangicloud and its suppliers are data processors or sub-processors of such Personal Data only for the purposes of provision of the Extension; and (iii) Tangicloud may require that such Personal Data is deleted or otherwise removed from the Extension. In order to innovate and improve its software products, Tangicloud may collect certain usage statistics from the Extension. Such data is examined in the aggregate without containing any of Your Personal Data.
12. Termination and suspension
In addition to any other rights and remedies we may have in terms of this Agreement or in law, we are entitled (but not obliged) to temporarily suspend all or part of the Extension or to suspend or terminate Your right to access and use the Extension where we –
The suspension will continue for so long as we reasonably believe is appropriate.
We will notify You if we suspend part or all of the Extension or Your use of the Extension where it is reasonably practical to do so.
Without limiting our other rights and remedies in terms of this Agreement or in law, if we exercise our suspension rights, we will restore access to and use of the Extension as soon as reasonably practical after we become satisfied that the cause of suspension has been removed, avoided or completely mitigated.
You may deregister from using the Extension at any time. However, termination of this EULA does NOT obligate Tangicloud to issue a refund of your pre-paid software use. However, termination of this EULA does NOT obligate Tangicloud to issue a refund of your pre-paid software use.
We reserve the right at any time, and for any reason, to terminate this Agreement, the operation of the Extension and Your right to use the Extension within 30 (thirty) days without prior written notice unless termination is required by law or it is reasonable to give less than 30 (thirty) days’ notice, considering the reasons why we are taking these actions.
We may immediately terminate this Agreement and Your use of the Extension without notice:
Consequences of termination
On termination for any reason:
13. Force Majeure:
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We shall both use reasonable efforts to mitigate the effect of a Force Majeure event. If such an event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This clause does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay the License Fee.
14. Governing law, disputes:
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, United States.
You expressly agree that exclusive jurisdiction for any claim or dispute arising from this Agreement or relating in any way to Your use of the Extension resides in the United States and You further agree and expressly consent to the exercise of the personal jurisdiction in courts of competent jurisdiction in the United States in connection with any such dispute or claim.