Clicking “accept” and creating a user account on the Cedexis Radar Portal (“Portal”) establishes a binding agreement between Cedexis, Inc. (“Cedexis”) and you as the person or entity utilizing the “Radar Services” and the Software (“Client”); provided that if you are accepting this Agreement on behalf of your company or any other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term “Customer” refers to such entity. This Agreement contains the parties’ entire understanding relating to the Client’s use of the Portal and supersedes all prior or contemporaneous agreements.
- ACCOUNT INFORMATION. You are responsible for maintaining the confidentiality of your account information, and are responsible for all activities that occur under your account. You agree to immediately notify Cedexis of any unauthorized use of your account or any other breach of security.
- ACCEPTABLE CONDUCT. You agree that you are responsible for maintaining your own account. You agree that you are responsible for the conduct of all users of your account. You agree to use the Radar Service and Portal access only for purposes that are legal, proper and in accordance with the Terms of Service and any applicable policies or guidelines.
- PROHIBITED USAGE. You agree that any of the below activities are considered prohibited usage and will result in immediate account cancellation or suspension without a refund and the possibility that Cedexis will impose fees and/or pursue civil remedies without providing advance notice.
- Attempting unauthorized and/or illegal access of accounts not belonging to party seeking access.
- Any act which interferes with the services of another user.
- Any act relating to the circumvention of security measures.
- Engaging in illegal activities.
- Engaging in activities that interfere with or disrupt Cedexis services or servers or networks connected to Cedexis services.
- Providing false information on any contact form or application, including fraudulent use of credit card numbers.
- ACCOUNT CANCELLATION OR SUSPENSION. Cedexis may cancel or suspend your access to Cedexis services at any time, without notice, for prohibited usage or other good cause. Upon cancellation or suspension, your right to use the service will stop immediately. You may not have access to application or history data that you stored on the service after we cancel or suspend the service.
- OWNERSHIP. As between Cedexis and Client, Cedexis owns all right, title and interest, including all related Intellectual Property Rights, in and to its pre-existing intellectual property, the Service and all Performance and Traffic Data (collectively, “Cedexis IP”), any and all suggestions, ideas, enhancement requests, and feedback relating to Cedexis IP. Client hereby assigns to Cedexis all right, title and interest to all such other intellectual property, including all related Intellectual Property Rights, and to the extent not assignable, Client hereby grants Cedexis a non-exclusive, irrevocable, transferable, royalty-free, fully paid-up right and license, with the right to sublicense through multiple tiers, to reproduce, copy, modify, distribute, perform, display, make, have made, import, use, have used, offer for sale, sell, have sold, make derivative works of, and fully exploit in any way and for any purpose, all such Ideas, in whole and in part, without any limitation of time, field, or technology, known or unknown. To the extent that such rights (including but not limited to “artists rights” or “moral rights”) to which may not be so licensed, Client unconditionally and irrevocably waives (on behalf of itself and its personnel) the enforcement of such right, and all claims and causes of action of any kind against Cedexis with respect thereto, and agrees, at Cedexis’ request and expense, to consent to and join in any action to enforce such rights on Cedexis’ behalf.
- LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CEDEXIS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE CEDEXIS SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO CEDEXIS SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE MONETARY LIABILTY OF CEDEXIS AND ANY OF ITS AGENTS, SUPPLIERS, EMPLOYEES, OR AFFILIATES IN CONNECTION WITH THE CEDEXIS SERVICES , UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL NOT EXCEED THE AMOUNTS PAID TO CEDEXIS IN THE PREVIOUS 12 MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. IN THE EVENT THAT NO AMOUNTS WERE DUE OR PAYABLE, CEDEXIS’S LIABILITY SHALL NOT EXCEED $100.
- NO THIRD-PARTY BENEFICIARIES. You agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third-party beneficiaries to the Terms of Radar Service.
- WARRANTY DISCLAIMER. YOU AGREE THAT YOUR USE OF CEDEXIS SERVICES SHALL BE AT YOUR SOLE RISK. ALL SERVICES PROVIDED BY CEDEXIS ARE AVAILABLE AS-IS WITHOUT WARRANTIES OR GUARANTESS APPLIED. ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM LEGALLY PERMISSIBLE EXTENT. CEDEXIS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CEDEXIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IN ADDITION, CEDEXIS RESERVES THE RIGHT TO UPGRADE, ADD TO, OR MODIFY THE SERVICE WITH OR WITHOUT NOTICE, AND WITHOUT PENALTY SO LONG AS SUCH CHANGES TO THE SERVICE DO NOT RESULT IN A MATERIAL DIMINUTION IN THE DATA FROM THAT ORIGINALLY LICENSED UNDER THIS AGREEMENT AND THE ORDER FORM. CLIENT’S PURCHASES HEREUNDER ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY NOR DEPENDENT ON ANY STATEMENTS REGARDING FUTURE FUNCTIONALITY.
- INDEMNITY. You agree to defend, indemnify and hold harmless Cedexis, Inc., its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Cedexis services; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that use of our services caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Cedexis services.
- NOTICE. You agree that Cedexis may provide you with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on Cedexis websites.
- Choice of Law and Forum. The Terms of Service and the relationship between you and Cedexis shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions. You and Cedexis agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Multnomah, Oregon.
- Waiver and Severability of Terms. The failure of Cedexis to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service 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 Terms of Service remain in full force and effect.