CONTRACTUAL RELATIONSHIP & Acceptance of these terms: By using the GoLean service and any related software (collectively the “Service”), you (“You”) accept and agree to be bound by the following terms and conditions (the “Agreement”).
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. The Agreement is effective between (a) You (“Customer”or “You”) and (b) Karsun, LLC., a Virginia corporation (“Karsun”). It is effective as of the date You accept this Agreement.
Karsun may update or change this Agreement from time to time and recommends that you review the Agreement on a regular basis. You understand and agree that your continued use of the Service after the Agreement has changed constitutes your acceptance of the Agreement as revised. This Agreement was last updated on 11/22/2016.
1. Use of the Service
1.1. User Accounts. The Service is accessed via individual user accounts or tenant accounts (“User Account”). User Accounts are for designated users and cannot be shared or used by more than one user. You are responsible for all activity that takes place on your account. You agree that You are responsible for keeping your password confidential and secure, and further understand that You are solely responsible and liable for any activities that occur under your account and for any harm that you may cause to the Service. Registration allows You to create a user account in which you will be able to build, develop, create, customize, administer, test deploy, run and manage applications through Internet access to Karsun’s proprietary software and architecture, including the cloud infrastructure (“GoLean Platform”). Karsun reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
1.1. Limitations of Service. You understand and acknowledge that the Service is being provided in “Beta” form, and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Karsun with feedback on the quality and usability of the Service. The Service may contain errors or inaccuracies that could cause failures, including but not limited to data corruption or loss of data from the Service and from peripherals (including, without limitation, servers and computers) connected thereto. In addition, Karsun is not obligated to provide any maintenance, technical or other support for the Service. You are responsible for backing up, to your own computer or other device, any data that You store or access via the Service.
1.2. You further understand and acknowledge that Karsun has not made the Service generally available, that Karsun has not promised or guaranteed to You that the Service will be announced or made available to anyone in the future, that Karsun has no express or implied obligation to You to announce or introduce the Service, and that Karsun may elect not introduce a generally available version of the Service. Accordingly, You acknowledge that any research or development that You perform regarding the Service or any product associated with the Service is done entirely at Your own risk.
1.3. Changing the Service. Karsun reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to You. You agree that Karsun shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that Karsun has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future. YOU SHOULD FREQUENTLY BACK UP DATA THAT YOU ENTER INTO THE SERVICE AND APPLICATIONS THAT YOU CREATE USING THE SERVICE. IF GOLEAN CEASES PROVIDING THE SERVICE, SUCH DATA AND APPLICATIONS MAY BECOME PERMANENTLY LOST.
1.4. Prohibited Uses of Service. Please note the following prohibitions apply to the Service, as provided to you by Karsun. You may not access the Service for the purpose of monitoring its availability, performance and functionality, or for any other benchmarking or competitive purposes. Your use of the Service must be in accordance with the documentation. You may not use GoLean if you are a citizen, national, or resident of, or are under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, or any other country to which the United States has prohibited export. You agree that You are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that when using the Service, You will not, and will not permit users or other third parties to:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content or materials;
upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless You (or the user posting the content) are the owner of the rights or have the permission of the owner to post such content;
upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by applicable law, this Agreement, or any applicable policies or guidelines.
distribute any file posted by another that You know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
restrict or inhibit any other user from using and enjoying the Service;
use the Service for any illegal or unauthorized purpose;
remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
create user accounts by automated means or under false or fraudulent pretenses;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
If You are located outside of the United States, you further agree to comply with Your own local laws regarding online conduct and acceptable content.
1.5. Revocation. Karsun reserves the right to revoke a user generated name or account anytime, with or without notice, if Karsun believes or has reason to believe the name or account is being used to abuse the Service, confuse or mislead users or is generally offensive or otherwise improper.
1.6. Fees. The Service is provided for free as indicated at the time of signing up for the Service. Thereafter, you will be charged a monthly fee based on the plan You select (“Plan”). If for any reason, the pricing of the Company is subject to any modification, such modification shall be effective one month after its initiation. Karsun reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior written notice to you, which notice may be provided by either a posting on the GoLean website or e-mail.
2. Proprietary Rights
2.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Karsun reserves all right, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
2.2. Your Applications and Code. If You create online applications or program code using the Service, You authorize Karsun to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Karsun to provide the Service in accordance with this Agreement. Subject to the above, Karsun acquires no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
2.3. Restrictions. You shall not (i) permit any third party to access the Service or (ii) frame or mirror any third party content of the Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes.
2.4. Ownership of Your Data. As between Karsun and You, You exclusively own all right, title and interest in and to all of Your data. You will be solely responsible for the accuracy, quality, integrity and legality of Your data and of the means by which You acquired Your data,
2.5. Suggestions. As part of using the Service, you agree to submit comments, suggestions and other feedback regarding your use of the Service. You agree that Karsun will be free to use any feedback you provide for any purpose and that Karsun shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, and exploit without restriction, any suggestions, enhancement requests, recommendations or other feedback provided by You. You agree that You will not give any feedback that is subject to license terms that seek to require any product, technology, service or documentation incorporating or derived from such feedback, or any intellectual property, to be licensed or otherwise shared with any third party.
2.6. Client lists. Karsun reserves the right to use Your name or other descriptive elements of Services provided to you for marketing and promotional purposes.
You agree to hold harmless and indemnify Karsun, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of the Service or violation of this Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Karsun will provide You with written notice of such claim, suit or action. GOLEAN RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN THAT EVENT, AND ONLY IN SUCH EVENT, YOU SHALL HAVE NO FURTHER OBLIGATION TO PROVIDE A DEFENSE FOR GOLEAN IN THAT MATTER. If Karsun chooses to provide its own defense in connection with any matter subject to indemnification under these Terms and Conditions of Use, you shall participate and cooperate in the defense of Karsun and its affiliates, at your own expense, to the full extent requested by Karsun.
5. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
5.1. GOLEAN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GOLEAN MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
5.2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS RECEIVEDAT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
5.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOLEAN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
5.4. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT GOLEAN SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOLEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
5.5. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 5 AND 6 MAY NOT APPLY TO YOU.
6. Term and Termination
6.1. Term and Termination. The term of this Agreement shall commence on the date upon which You agree to the Agreement. and shall continue in force thereafter until GoLean announces the termination of the Beta. Additionally, either party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof as per this Agreement.
6.2. Survival. In the event of any termination or expiration of the Agreement for any reason, Sections 2, 3, 4, and 5 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating this Agreement in accordance with its terms
7. Copyright Infringement Notification
As provided in the Digital Millennium Copyright Act of 1998, we have designated the following individual for notification of potential copyright infringement regarding Web sites hosted by GoLean:firstname.lastname@example.org. If you believe content hosted by Karsun infringes a copyright, please provide the following information to the person identified above (17 U.S.C. § 512): (i) A physical or electronic signature of the copyright owner or authorized agent; (ii) Identification of the copyrighted work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) Information regarding how we may contact you (e.g., mailing address, telephone number, e-mail address); (v) A statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You understand that use of the Services may result in payment by you for the Services according to selected plan. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Karsun. All Charges are due at end of month service plan and payment will be facilitated by Karsun using the preferred payment method designated in your Account. Karsun reserves the right to establish, remove and/or revise Charges for any or all aspects of the Services at any time in Karsun’s sole discretion.
9. General Information
9.1. Choice of Law and Forum. The Agreement and the relationship between You and Karsun shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and Karsun agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fairfax, Virginia.
9.2. Waiver and Severability of Terms. The failure of Karsun to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
9.3. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, You agree that (1) You are not, and are not acting on behalf of North Korea, Sudan or Syria, or any other country to which the United States has prohibited export transactions; (2) You are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (3) You will not use the Service for, and will not permit the Service to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
9.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Karsun and You.
9.5. Limitations Period. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Karsun services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
9.6. Headings. The section headings in the Agreement are for convenience only and have no legal or contractual effect.
9.7. Trademark License. You hereby grant to Karsun a nontransferable, nonexclusive license during the Term of the Agreement to use your trademark to advertise that You are using the Service.
9.8. Entire Agreement. This Agreement and the documents referenced herein constitute the entire agreement between You and Karsun and govern your use of the Service, superseding any prior agreements between You and Karsun. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Karsun services, affiliate services, third-party content or third-party software. There are no third-party beneficiaries to this Agreement.
10 Open Source Licensing, Third Party Materials, Add-Ons
10.1. The Services may be provided with open source software. Customer’s use of such open source software must be in compliance with the terms of the applicable open source license. Except as otherwise set forth in the applicable open source license(s), the open source software provided with the Services is provided “as is,” and without representation or warranty of any kind.
10.2. The Services may also include components licensed from third parties (“Third Party Materials”). Customer agrees: (a) to use the Third Party Materials solely with the Services and in the form provided by GoLean; and (b) not to modify or attempt to gain direct access to the Third Party Materials. Customer acknowledges and agrees the owner(s) of the Third Party Materials retain all ownership and intellectual property rights therein.
10.3. GoLean may provide Customer with software development kits, application programming interfaces, and associated documentation (collectively, the “Guides”) in order to permit You to develop applications, plugins, extensions, add-ons, or other software products or services that interoperate or integrate with the Services (the “Add-Ons”). Subject to the limitations set forth herein and in the Guides, to the extent the Add-Ons: (a) do not incorporate any Software; and (b) are not developed by Karsun as part of the Support Services or professional services; You shall be the sole and exclusive owner of all right, title and interest in and to the AddOns and the intellectual property rights associated therewith. You acknowledge and agree Karsun does not support, make any representations or warranties with respect to, agree to indemnify, or have any other obligation or liability with respect to Add-Ons or their combination, interaction, or use with the Services. You agree to develop Add-Ons strictly in accordance with the terms and conditions set forth in the Guides. You represent and warrant to Karsun that You will not combine, link, integrate, incorporate, or otherwise use any open source, copyleft, public or similar software (including, without limitation, any software licensed under the GPL or LGPL) in any manner that would: (i) require Karsun to make or permit any disclosure of, or to make available, any source code for Karsun’s proprietary software; or (ii) prohibit Karsun from restricting further modification or distribution of its source code by third parties.
11 Force Majeure
The performance by either Party of its obligations hereunder (other than the payment of money) will be excused during any period of time in which the failure to perform results from acts of God, the elements, fire, flood, component shortages, force majeure, riot, insurrection, industrial dispute, accident, war, embargoes, legal restrictions or any other cause beyond the reasonable control of a Party.
12 Consent to Use of Electronic Signatures and Records
You acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on the Site or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Site: (a) You agree to conduct electronically the particular transaction into which it is entering; (b) You read, understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, this Agreement; (c) You are capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, this Agreement; and (d) You agree to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.