Cuustomer - TERMS OF USE

EFFECTIVE: 15 September 2018

Please read these Terms of Use carefully before using the Service offered by Cuustomer. BY USING THE SERVICE IN ANY WAY, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN (“Terms of Use”, “These Terms”), which also incorporate by this reference Cuustomer Privacy Policy and all other terms or policies that may be published from time to time on the Site. In addition, some portion of the Service may be subject to additional terms and conditions specified by Cuustomer. Your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

Cuustomer reserves the right, at any time: (1) to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site; (2) to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other purpose; and/or (3) to modify or change the Service, or any portion of it.

Your continued use of the Service shall be considered your acceptance to the revised Terms of Use.SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SERVICE.

If any individual enters into these Terms on behalf of a company, organization or another legal entity (“Entity”), said individual agrees to these Terms of Use for that Entity and represents to Cuustomer that he/she has the authority to legally bind such Entity and its Affiliates.

1. DEFINITIONS

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:

2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE

2.1 Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by Cuustomer for free and with no subscription, as detailed on the Site.

2.2 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, “browser” software that supports protocols used by Cuustomer, including Secure Socket Layer (SSL) protocol or other protocols accepted by Cuustomer. Cuustomer is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by Cuustomer. Cuustomer assumes no responsibility for the reliability or performance of any connections described in this section.

2.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service to process data on behalf of any third party; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any association or partnership with Cuustomer; (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;  (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights and any privacy rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the the Site or the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, sexually explicit or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (l) try to use, or use the Service in violation of these Terms; (m) obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, password and other information of any other User through any means not purposely made available through the Service; (n) probe, scan, or test the vulnerability of any system or network of Cuustomer or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Cuustomer to protect the Service or Site (o) misrepresent yourself, your age or impersonate any other individual or entity; (p) use the service in exchange for personal gain.

2.4 The Service is not available to individuals who are younger than 18 years old. You may not use the Site if you are not of a legal age to form a binding contract and otherwise capable of entering into these Terms. Cuustomer does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to Cuustomer; any information submitted by such users will not knowingly be used, posted, or retained by Cuustomer.

2.5 User is responsible for compliance with the provisions of these Terms and for any and all activities that occur under the Account, as well as for Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations including namely but not exclusively all applicable privacy laws and regulations. You are solely responsible for ensuring that the use of the Service and the transmission, collection and use of Your Data does not to infringe any third party’s intellectual property and privacy rights. User also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes. User agrees and acknowledges that each individual will be identified by a unique username and password (“Login”) and that an individual Login may only be used by one (1) individual. Users are responsible for maintaining the confidentiality of all Login information related to the Account.

2.6 Cuustomer reserves the right, in Cuustomer’s discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if Cuustomer suspects or detects any malicious software or file connected to Your Account or use of the Service by You; (d) for any other reason which Cuustomer deems reasonable. Cuustomer will use commercially reasonable efforts to schedule planned downtime for weekends and other off-peak hours.

2.7 Additional terms and conditions may apply to specific portions or features of the Site or the Service, contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific portion of the Service.

3. DATA PRIVACY AND SECURITY; CONFIDENTIALITY

3.1 Subject to the express permissions of these Terms, You and Cuustomer will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.  Except as otherwise expressly permitted pursuant to these Terms, Cuustomer and User may only use the other party’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information solely to those of their respective employees, representatives and agents if applicable who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

3.2 Cuustomer will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data.

3.3 You agree that Cuustomer and the service providers Cuustomer uses to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests.  Any Third Party Service providers Cuustomer utilizes will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service.

Cuustomer may also access or disclose information about the Account, Your Data, Users in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Cuustomer’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

3.4 Cuustomer collects certain information about the Account, Your Data, Users, as well as the devices, computers and other tools used in connection with the Service.  Cuustomer uses, discloses, and protects this information as described in Cuustomer Privacy Policy, the current version of which is available at www.cuustomer.com/privacy.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Subject to these Terms of Use, Cuustomer hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms of Use. The Service is being licensed to you and you hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Use are not to be construed as a sale of any rights in the Service.

4.2 The trademarks, whether officially registered or unregistered, including the mark Cuustomer as shown on the Site or the Documentation are trademarks owned by Cuustomer (collectively, “Cuustomer Trademarks”). Unless otherwise provided by applicable laws or regulations, Cuustomer Trademarks may not be used in any manner other than expressly authorized in a written agreement.

4.3 Cuustomer shall maintain all rights, title and interest in and to Cuustomer patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights.

4.4 Cuustomer shall have a nonexclusive, worldwide, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform any User Input Cuustomer receives from You in any media, now known or hereafter devised, for any purpose. Cuustomer reserves all rights not expressly granted to You.

4.5 All content of the Service or Site including, but not limited to, all text, graphics, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, Cuustomer Trademarks, sounds, music, artwork, computer code and programming (collectively, “Content”), including the arrangement of such Content, is owned, controlled or licensed by or to Cuustomer, and is protected by trade dress, copyright, and trademark laws, various other intellectual property rights and unfair competition laws. Except as expressly provided in the Terms of Use or authorized by Cuustomer in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.

All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service or Site are the property of their respective owners. Cuustomer’s reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Cuustomer.

5. THIRD PARTY SERVICES

The Service may contain descriptions of Third Party Services. Cuustomer does not investigate or vet the providers of Third Party Services. Cuustomer is not responsible for any claims associated with the description of the Third Party Services.

Although the Service may contain links to Third Party Services, Cuustomer does not endorse or recommend the products or services of any third party suppliers. You agree that Cuustomer is not responsible for the accuracy or completeness of information it obtains from third-party suppliers and displays on the Service.

If You decide to enable, access or use Third Party Services, be advised that Your access and use of such Third Party Services is governed by the terms and conditions of such Third Party Services, and Cuustomer does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the service providers of such Third Party Services handle data, including Your Data, or any interaction between You and the service provider. You irrevocably waive any claim against Cuustomer with respect to such Third Party Services. Cuustomer is not liable for any damage or loss including namely but not exclusively personal injuries, death, property damage, or other damages or expenses caused or alleged to be caused by or in connection with Your enablement, access or use of any Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services.

5.3 The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of Cuustomer, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that Cuustomer is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.

5.4 If there is a dispute between Users and any third party, You understand and agree that Cuustomer is under no obligation to become involved.

6. USER INPUT

The Site may contain discussion forums, review services or other forums in which You or third parties may post reviews or other content, messages, materials or other items on this Site ("Review Section"). If Cuustomer provides such Review Sections, you are solely responsible for your use of such Review Sections and use them at your own risk. By using any Review Sections, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through this Site that violate these Terms of Use, including section 2.3, or any content or links to content that, in the sole judgment of Cuustomer, (a) is objectionable, (b) which restricts or inhibits any other person from using or enjoying the Review Section or this Site, or (c) which may expose Cuustomer or its affiliates or its users to any harm or liability of any type.

Cuustomer will respect the following obligations with regards to User Input: (a) You will be notified if and when Your User Input is refused and You will be given the possibility to edit Your User Input, (b) by default, the User Input with regards to Third Party Services will be published chronologically from the most recent User Input.

Cuustomer takes no responsibility and assumes no liability for any User Input posted, stored or uploaded by You or any third party, or for any loss or damage thereto, nor is Cuustomer liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter.

Cuustomer does not edit or control the User Input posted to or distributed on the Site, and will not be in any way responsible or liable for such User Input. Cuustomer nevertheless reserves the right for any reason in its sole discretion to remove, screen, or translate without notice any User Input and/or if the User Input violates these Terms of Use, or to have such actions performed by third parties on its behalf,. Cuustomer does not actively search for unlawful User Input. If Cuustomer is notified of unlawful activity or information through the User Input, it will promptly remove or disable access to the relevant information and, if needed, alert law enforcement.

You are solely responsible for creating backup copies of and replacing any content You post or store on the Site at Your sole cost and expense.

If it is determined that You retain moral rights (including rights of attribution or integrity) in the content, You hereby declare that (a) You do not require that any personally identifying information be used in connection with the User Input, or any derivative works of or upgrades or updates thereto; (b) You have no objection to the publication, use, modification, deletion and exploitation of the User Input by Cuustomer or its licensees, successors and assigns; (c) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Input; and (d) You forever release Cuustomer, and its licensees, successors and assigns, from any claims that You could otherwise assert against Cuustomer by virtue of any such moral rights.

You grant Cuustomer the right to use and publish the name that you submit in connection with User Input, as well as your company and title. You acknowledge that Cuustomer may choose to provide attribution of your comments or reviews at our discretion. You acknowledge and agree that User Input is non-confidential and non-proprietary.

7. TERMINATION

Cuustomer reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. If User does not log in to the Account for 12 or more months, Cuustomer may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. Cuustomer will usually remove the Your Data generated and/or provided by You within 90-120 days after the data has been generated or provided. Cuustomer reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Use.

8. WARRANTY DISCLAIMER

YOU AGREE THAT USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE.

THE RELEASED PARTIES WILL HAVE NO LIABILITY FOR NAMELY BUT NOT EXCLUSIVELY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF CUUSTOMER SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (e) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICE; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICE.

THE RELEASED PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED, OR OFFERED ON OR THROUGH THE SERVICE OR ANY LINKED WEBSITE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CUUSTOMER OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF USE.

As some jurisdictions do not allow disclaimer of certain warranties, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF CUUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE, AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

In some jurisdictions, some of the foregoing limitations may not apply.

10. INDEMNITY OF CUUSTOMER

You agree to indemnify and hold the Released Parties harmless from any demands, liability, claims or expenses, including attorneys’ fees and court costs, made by any third party due to or arising out of or in connection with: (a) any information (including Your Data or any other data) that you or anyone using your Account submit, post, or transmit on or through the Service; (b) the use of the Service or Third Party Services by you or anyone using your Account; (c) the violation of these Terms of Use by you or anyone using your Account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your Account. Cuustomer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If Cuustomer does assume the defense of such a matter, You will reasonably cooperate with Cuustomer in such defense.

11. FORCE MAJEURE

Cuustomer will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond Cuustomer’s reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

12. APPLICABLE LAW

The Service is operated from Belgium. User access to the Service is governed by all applicable Belgian laws. All information available on the Service may also be subject to the laws of the country where you reside. Access in countries where the information, services or products provided on the Service are illegal is prohibited. By using the Service, regardless of where you live in the world, you consent to have your Personal Data transferred to and processed and collected in Belgium in compliance with Cuustomer Privacy Policy. These Terms of Use will be governed by and construed in accordance with the laws of Belgium, without giving effect to any conflict of laws rules or provisions. If any dispute arises relating in any way to the use of the Service or to these Terms of Use, the parties will attempt to resolve any claim or dispute through negotiation with persons fully authorized to resolve the dispute. If the parties are unable to resolve the dispute through negotiation within a reasonable time after written notice from one party to the other that a dispute exists, the dispute shall be subject to the exclusive jurisdiction of the courts of Brussels, Belgium.

13. OTHER PROVISIONS

If any provision in the Terms of Use is held invalid, the remainder of the Terms of Use shall continue to be enforceable. If any provision in the Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Use and the remaining provisions are still valid and enforceable. The failure of Cuustomer to enforce any right or provision of these Terms of Use will not prevent Cuustomer from enforcing such right or provision in the future. Cuustomer may assign its rights and obligations under these Terms of Use, including in connection with a merger, acquisition, a sale of assets or by operation of law.