Use of the online platform, Intelligence as a Service (“IaaS” or “Service”), provided by CISC LIMITED (“CISC”), by your business, officers and employees (“You”) and any service contained within constitutes acceptance of these Terms & Conditions.
Services License. Upon payment of fees and subject to continuous compliance with this Agreement, CISC hereby grants You a limited, nonexclusive, non-transferable license to access, use, and install (if applicable) the Services, and Documentation during the Services Term (defined below). CISC may deliver the Services to You with the assistance of its Affiliates, licensors, and service providers. You may use or access the Services, or Documentation, in whole or in part.
Services Term. As You receive IaaS user accounts from CISC, CISC will make IaaS available to You until the earlier of (a) the end date of any Purchased Service subscriptions ordered by You for such Service, or (b) termination by CISC in sole discretion.
Your Responsibilities. You will (a) be responsible for compliance with these Terms, (b) use commercially reasonable efforts to prevent unauthorized access to or use of Service, and notify CISC promptly of any such unauthorized access or use, (c) use Service only in accordance with these Terms and applicable laws and government regulations.
Usage Restrictions. You, your representatives and any authorized personnel by you will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You, unless expressly stated otherwise, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of any Service, (d) attempt to gain unauthorized access to any Service or its related systems or networks, (e) copy a Service or any part, feature, function or user interface thereof, (f) copy Service features except as permitted herein, (g) frame or mirror any part of any Service, (h) access any Service in order to build a competitive product or service or to benchmark with another product or service, or (i) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of these Terms, by You that in CISC judgment threatens the security, integrity or availability of services, may result in immediate suspension of the Service, however CISC will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes reports stored online when You use the Service; CISC Confidential Information includes the Service; and Confidential Information of each party includes the terms and conditions of these Terms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose these Terms to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confident Information” section.
Notwithstanding the foregoing, CISC may disclose these Terms to a subcontractor to the extent necessary to perform CISC obligations to You under this Terms, under terms of confidentiality materially as protective as set forth herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Limitation of Liability. CISC WILL HAVE NO LIABILITY FOR FAILURE OF SERVICES OR FOR FAILURE TO DELIVER SERVICES WITHIN A SPECIFIED TIME PERIOD. YOU AGREE THAT SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Exclusion of Consequential and Related Damages. IN NO EVENT WILL CISC OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF CISC OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Relationship. You and CISC are independent contractors. Nothing stated in these Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
Governing Law. These Terms (and any agreement into which they are incorporated) will be construed, interpreted and enforced exclusively under and in accordance with the laws of the Hong Kong, excluding its conflicts of law rules. The parties agree to and submit to personal jurisdiction and venue in Hong Kong.
Notices. All notices, requests, demands, and other communications must be in writing and may be given by (i) personal delivery, (ii) registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of the party, at its official corporate address.
Publicity. Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these Terms, the relationship between You and CISC, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.
Assignment. You may not assign or delegate its rights or duties under these Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of CISC. Any change of control of You will be deemed an assignment. Any attempted assignment without that consent will be null and void without any force or effect.
Validity. If any provision of these Terms is held to be unenforceable, the enforceability of the remaining provisions will not in any way be affected. Failure or delay of either party to exercise a right under these Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right. The parties agree to use electronic signatures and that their respective electronic signatures will be legally enforceable.
Survival. No termination of these Terms will affect any rights or obligations of either party: (i) which are vested pursuant to these Terms as of the effective date of such termination; or (ii) which, by their sense and context are intended to survive completion of performance or termination of these Terms, including, without limitation, Confidentiality, Warranties / Indemnities, and Limitation of Liability, all of which will survive.
Entire Agreement; Amendment. These Terms are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered hereunder, and supersede all conflicting terms and conditions set out in purchase orders or other documents submitted by You as well as previous understandings, agreements, negotiations and proposals relating thereto. These Terms may only be amended by written agreement of You and CISC.
If you have any questions about these Terms, please contact us.