Terms of Service
Terms of Service
Version: August 31th, 2009
Welcome to Complexity Intelligence ("Complexity Intelligence") website (the "Site"). By using or accessing the Site and the services ("API", "Web Services", and other services) provided through or accessed on the Site (collectively, the "Services" or "Service"), you ("You") are agreeing to be bound by the following terms and conditions ("Terms of Service").
By using the Web Site or Services, You represent that You have read and that You accept and agree to the terms and conditions of this Agreement (the "Agreement"), which also include and incorporate Acceptable Use Policy, General Terms and Conditions and Privacy Policy. These terms and conditions will remain in effect throughout Your use of the Services and continue after this Agreement expires, cancels or is terminated. These terms and conditions are legally binding should You choose to register for the Service. You may not use the API or Services and may not accept the terms if (a) You are not of legal age to form a binding contract with us, or (b) You are a person barred from receiving the Services under the laws of the United States or other countries including the country in which You are resident or from which You use the Services.
We reserve the right to modify or terminate the Services for any reason, without notice, at any time. We reserve the right to alter these Terms of Service at any time. We reserve the right to refuse service to anyone for any reason at any time. It is Your responsibility to review these Terms of Service frequently and remain informed about any changes to them.
License Grant
Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Complexity Intelligence hereby grants You a revocable, limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services. Your license of, use of and access to the Service is conditioned upon Your compliance with the terms and conditions of the Agreement. All rights not expressly granted to You are reserved by Complexity Intelligence and its licensors.You acknowledge that we may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for Your internal business purposes and shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.
You are personally responsible for all traffic originating from Your Applications using Your account credentials to the Services. As such, You should protect Your authentication keys and security credentials. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination, civil and criminal penalties.
Provided that You comply with the terms of this Agreement and our policies and procedures including the Acceptable Use Policy, You may use the Services to execute Applications owned or lawfully obtained by You. You are solely responsible for Your Applications, including any data, text, images or content contained therein.
Service Levels
In addition to our rights to terminate or suspend Services to You, You acknowledge that: (1) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason (2) Complexity Intelligence does not guarantee the Service will be operable at all times or during any down time caused by outages to any public Internet backbones, networks or servers, (3) caused by any failures of Your equipment, systems or local access services, (4) relating to events beyond Complexity Intelligence's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Complexity Intelligence or Complexity Intelligence servers are located or co-located.Complexity Intelligence does not guarantee the Service will be operable at all times or during the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Service were not suspended; or in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. Without limitation, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension.
We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your contents associated with Your account.
Terms and Termination
The term ("Term") of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or us in accordance with this Section.You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism.
We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time.
We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below:
(i) You violate any provision of the Acceptable Use Policy or we have reason to believe that You have violated the Acceptable Use Policy, (ii) there is an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding.
Immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.
Effect of Suspension or Termination
You will not be entitled to any refunds of any usage fees or any other fees. Upon our suspension of Your use of any Services, in whole or in part, for any reason:(i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension; (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension.
Fees
If You have subscribed our Services, then You agree to pay applicable fees. We may increase or add new fees for any existing Service or Service feature by giving You 7 days' advance notice.Copyright and Intellectual Property
All Complexity Intelligence Site materials, including, without limitation, text, graphics and other files, and the arrangement thereof, are copyrighted and Complexity Intelligence reserves all rights associated with such copyrights.The names, trademarks, service marks and logos appearing on this Site may not be used in any advertising or publicity without prior express written permission.
You may electronically copy and print to hard copy any portion of this Site for the sole purpose of using the Materials it contains for non-commercial use. Any other use of the Materials on this web Site, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication or display, without the express written permission of Complexity Intelligence is strictly prohibited.
Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPLEXITY INTELLIGENCE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPLEXITY INTELLIGENCE 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.Disclaimer
COMPLEXITY INTELLIGENCE MARKS AND PROPERTIES THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.In addition to the foregoing, we specifically disclaim all liability, and You shall be solely responsible for the development, operation, and maintenance of Your Application and for all materials that appear on or within Your Application.
Ownership
Complexity Intelligence shall own all right, title and interest, including all related intellectual property rights, in and to the Complexity Intelligence and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service.Miscellaneous
These Terms of Service constitute the entire agreement between you and Complexity Intelligence and govern your use of the Service. These Terms of Service supersede any prior agreements between you and Complexity Intelligence.By using the Services, You agree that the laws of the State of California, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and Complexity Intelligence.
If you have any questions, or want to request permission to use Complexity Intelligence materials, please contact Complexity Intelligence, LLC at 533 Airport Boulevard, Suite 400, 94010 Burlingame, CA. All contacts must be in writing.