Introduction
These terms and conditions (the "Agreement") govern your use of the Services provided by Velqons ("Velqons", "we", "us", or "our").
If you agree to this Agreement on behalf and in the name of a legal entity such as a company, corporation, partnership, etc. (referred to as a "Business"), you represent and warrant that you have the power and authority to bind such Business to this Agreement.
IF, HOWEVER, YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT OR DO NOT HAVE THE POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE BUSINESS, DO NOT CLICK ON THE BUTTON AND DO NOT ACCESS OR OTHERWISE USE THE SERVICES.
1. Definitions
"Account" means an individual or Business www.velqons.com account.
"Application" means the mobile application, chrome extension, website and desktop application, developed by Velqons that is available online or on the chrome store. This definition also includes the discontinued Visual Studio Code extension.
"Code" means any computer code.
"Confidential Information" has the meaning set out in Section 7.1.
"Documentation" means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Application and Services provided or made available by Velqons to User.
"Personal Information" means any information relating directly or indirectly to an identified or identifiable natural person.
"Privacy Policy" means Velqons Privacy Policy.
"Services" mean the web platform and website accessible at www.velqons.com, the Application and related services, including (a) system administration, hosting, system management, and system monitoring, (b) Application updates and upgrades, and (c) related support services.
"Results" means the Code, functions, and other output returned to you when using the Services.
"User" means you, a user of the Services, whether you hold an Account or not, accepting this Agreement, and being a physical person or a Business.
"User Data" means all data of User that is collected, stored, transmitted, displayed or otherwise processed using the Services, including any Code that User submits to the Services to get Results.
2. Services
Provision of Services. Velqons will host and make the Services available to User pursuant to this Agreement during the Term. Velqons may update and modify the Services at any time. User will benefit from any update to the Services during the Term.
Paid services. Velqons will not charge any fee to use the basic functionality of the Services, but Users shall pay for additional features and products. Velqons's Paid Services Terms also apply to any purchase made on the Services.
Availability. Velqons will use commercially reasonable efforts to make the Services available with minimal downtime; however, the following are excepted from availability commitments: (a) planned or emergency maintenance, (b) force majeure events, and (c) failures of third-party services.
User Responsibilities. User agrees that it will not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Services or make the Services available to any third party; (b) modify or make derivative works based upon the Services; (c) reverse engineer or access the Services in order to build a competitive product or service.
Use and Protection of User Data. While Velqons will maintain reasonable administrative, physical and technical safeguards for the protection of the confidentiality and integrity of User Data and will not access or use User Data except as necessary to maintain or provide the Services, Velqons is not responsible for the content of User Data.
Quota and limits. Velqons sets both hard and soft limits for its Services, with hard limits being enforced automatically by the Services and soft limits being agreed upon by User not to exceed.
3. Account
Account. To get full access to the Services, User shall create an account by providing a username, a password, and a way to be contacted (email address and/or phone number). To access certain features, User may need to verify the email address associated with the Account.
Password. The password that protects the Account must be strong and Velqons strongly recommends that User only use that password for the Account and that User enable the two-factor authentication. If User believes there has been a breach of security or unauthorized use of the Account, User must immediately notify Velqons.
Contact information. User is responsible for maintaining the accuracy of his or her contact information associated with the Account.
4. Content
No obligation. By using the Services, User does not have any obligation to add content to the Services. If User chooses to add content to the Services, User is responsible for ensuring that User has the right to do so.
License. By using the Services, User grants to Velqons a license regarding User's shared content through Velqons different spaces, including any User's Code shared through such spaces, to: (a) use, store, copy, display, and distribute such content; (b) modify or create derivative works based upon such content.
Velqons's rights. Velqons reserves the right to block, remove and/or permanently delete any content shared by User for any reason whatsoever, including breach of the terms set forth in this Agreement.
5. Proprietary Rights
Services. Velqons, its licensors and its service providers (together the "Velqons Parties") own all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein.
Results. Velqons does not claim any rights in Results, and you retain ownership of your Code, subject to the provisions set forth in Section 4.3. If by the effect of law, Velqons owns any intellectual property right in Results, Velqons hereby assigns to User all rights in such Results.
Statistical Information. Velqons may monitor User's use of the Services and use the corresponding data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services.
6. Access Rights and License
Grant. Subject to the terms and conditions of this Agreement, Velqons grants to User for his personal use and for the Term: the right to access the components of the Services and to use their functionalities on any device; and a non-exclusive, non-transferable license to use and copy the Application for the purpose of downloading, installing and executing on devices.
7. Confidentiality
Definitions. "Confidential Information" means all confidential or proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "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.
Treatment of Confidential Information. The Receiving Party must: (a) use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own confidential information of like kind; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
Exceptions. Except for Personal Information, Confidential Information does not include information that: (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure; (iii) was independently developed by the Receiving Party without use of or reference to the Confidential Information.
With regard to the confidentiality and protection of Personal Information, all rights and obligations are set out in the Privacy Policy.
8. Warranties and Disclaimers
Warranties. Each party warrants that it has the legal authority to enter into this Agreement. Velqons warrants to User that the Services will materially conform with the relevant Documentation.
General Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE VELQONS PARTIES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, AND HEREBY SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES.
Results Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE USE OF THE RESULTS BY USER OR ANY THIRD PARTY THAT RECEIVES THE RESULTS FROM OR ON BEHALF OF USER IS MADE AT THEIR OWN RISK. THE VELQONS PARTIES MAKE NO GUARANTEES THAT THE RESULTS ARE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.
Age requirements. By using the Website or the Services, you represent and warrant that you are at least 14 years old and meet the minimum age regarding the digital consent under the applicable laws.
9. Limitation of Liability
THE INFORMATION PRESENTED OR ON THROUGH THE SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. VELQONS DOES NOT CONFIRM THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK.
Exclusion of Consequential and Related Damages. IN NO EVENT WILL VELQONS BE LIABLE TO USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND.
Indemnification. User shall indemnify, defend, and hold harmless Velqons, and all of its affiliates and their respective employees, officers, directors, agents, and representatives, from and against any and all claims, liabilities, damages, and expenses arising from User's use of the Services.
10. Restrictions and Prohibitions
Harm to yourself or others. When using the Services, User undertakes to abstain from trying to gain unauthorized access to other User's data, impersonating others, or engaging in harassment.
Harm to Velqons. When using the Services, User undertakes to abstain from trying to gain unauthorized access to the Services, disrupting the Services, or circumventing security measures.
Using the Services illegally. When using the Services, User undertakes to abstain from using the Services for any illegal purpose or in violation of applicable laws.
Prohibited content. When using the Services, User is prohibited from uploading or transmitting content that: (a) violates a third party's rights; (b) is unlawful, abusive, or fraudulent; (c) contains viruses or malicious code; (d) infringes intellectual property rights.
11. Term and Termination
Term of Services. User's right to use the Services and the Application begins on the date of acceptance of this Agreement and continues for an unlimited period of time (unless terminated in accordance with this section).
Termination for Convenience. User may terminate this Agreement at any time by contacting the Velqons team. Velqons may also terminate the Agreement for convenience upon 30 days written notice.
Termination for Cause. This Agreement may be terminated by either party for cause upon three (3) days written notice if the other party breaches or defaults under any material provision of this Agreement.
Termination for inactivity. Velqons may terminate this Agreement at any time if an Account has been inactive for more than two (2) years after giving written notice to the User.
Retrieval of User Data. In the event of termination of this Agreement, User may request, up to 30 days after termination, the retrieval of the User Data and Velqons will make such data available.
Effect of Termination. Upon termination of this Agreement for any reason, User's Account, including the right to access and use the Services will cease and User will delete any Velqons proprietary information in User's possession.
12. General
Relationship. Velqons and User are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties.
Entire Understanding. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written.
Governing Law and Venue. This Agreement will be governed by and construed under the laws in force within the State of Delaware, United States of America, excluding its conflict of law rules.
Assignment. Unless in connection with the sale of all or substantially all of its business whether by sale, merger, operation of law or otherwise, no party may assign this Agreement to any third party without the prior written consent of the other party.
Force Majeure. Except for the payment of a sum of money, no party will be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment resulting from acts of nature, war, terrorism, or any other cause beyond the reasonable control of a party.
Changes. Although Velqons does not intend to frequently or substantially amend the terms and conditions specified in this Agreement, Velqons may do so to better serve User in the future or because of changes in applicable law.
Contact
If you have any questions about these Terms, please contact us at: enterprise@velqons.com
Velqons
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