This KLEAP BETA USER AGREEMENT (the "Agreement") is made and entered into by and between you or the company, organization, or other legal entity of whom you are a duly authorized representative and on behalf of whom you are entering into this Agreement (“You”) and Aranda Software Corporation, Inc. (“Aranda”), a Florida corporation with offices at 20803 biscayne blvd. Suite. 103. Aventura florida (each of You and Aranda being a “Party”, and collectively, the “Parties”). By clicking “I agree”, by accessing the Service, or by authorizing or permitting any User to access the Service, you agree that You will be bound by this Agreement. If You do not accept or do not have the authority to enter into this Agreement, do not click “I Agree”, do not access the Service, and do not authorize or permit any User to access the Service.
Section 1.1 “Account” means all accounts or instances created within the Service by or on behalf of You or any User.
Section 1.2 “Intellectual Property Rights” shall mean all current and future worldwide common law and statutory rights, whether arising under the laws of the United States of America or any other state, country, jurisdiction, government, or public legal authority, in, to, or associated with (a) patents, patent applications, and invention disclosures; (b) copyrights, copyright registrations and applications therefor, moral rights, and mask work rights; (c) the protection of trade or industrial secrets or confidential information; (d) all other intellectual property rights and proprietary rights; (e) trademarks, service marks, and other designations of source or origin; (f) any analogous rights to those set forth above; (g) divisions, continuations, renewals, reissuances, and extensions of the foregoing (as applicable); and (h) rights to apply for, file for, certify, register, record, or perfect any of the foregoing.
Section 1.3 “Login Credentials” means credentials used to access the Service. A single login credential includes a user ID and a password associated with the user ID.
Section 1.4 “Service” means the beta version of the KLEAP service accessible at www.kleap.com.
Section 1.5 “User” means an individual who has been assigned unique Login Credentials and is authorized to use the Service through Your Account.
Section 2.1 Access to the Service. Subject to all of the terms and conditions of this Agreement, Aranda will provide to You limited, non-transferable, non-sublicensable, non-exclusive, revocable access to the Service during the Term.
Section 2.2 Login Credentials for Assigned Users Only. You shall permit only a User to whom Login Credentials have been assigned to use or access the Service using only the Login Credentials assigned to such User.
Section 2.3 No Competitive Purpose. You shall not use or access the Service for the purpose of creating a service, software, or any other product that competes with the Service.
Section 2.4 No Reverse Engineering. You shall not perform or attempt to perform any kind of reverse engineering, decompilation, disassembling, or otherwise attempt to derive the source code or determine the functionality, using tools or techniques for such purposes, of any of the components of the Service, including any databases. Any source code, ideas, know-how, techniques, algorithms, procedures, and any other concepts derived from any act performed in breach of this Section 2.4 shall constitute Confidential Information of Aranda to which Aranda shall retain all Intellectual Property Rights, and to which Your obligations under Article 4 shall apply.
Section 2.5 Feedback License Grant. You hereby grant to Aranda a worldwide, perpetual, irrevocable, transferable, royalty-free license under all of Your existing and future Intellectual Property Rights to make any and all use of any and all feedback pertaining to the Service provided by or on behalf of You to Aranda, including in the modification of the Service, the development of new products, or otherwise. Notwithstanding this Section 2.5, You have no obligation to provide feedback regarding the Service to Aranda.
Section 2.6 Evaluation Purposes Only. The Service is provided for evaluation purposes only. Aranda may, in its sole discretion, limit, discontinue, modify, or otherwise restrict access to the Service at any time without notice. Nothing in this Agreement shall be construed to impose upon Aranda any obligation to provide support, maintenance, documentation, or transition services with respect to the Service or any component thereof.
Section 3.1 Ownership. Nothing in this Agreement shall be construed to grant or convey any right, title, interest, or license in or to the Service. As between the Parties, Aranda owns, and shall own, all right, title, and interest (including all Intellectual Property Rights) in the Service and all components thereof, including all modifications or customizations made by Aranda to the Service and all documentation relating to the Service.
Section 3.2 Aranda IP. Trademarks and brands that identify the Service are, as between the Parties, exclusively owned by Aranda. You shall not use, shall not register, and shall not attempt to register such trademarks or brands. Ideas, know-how, techniques, algorithms, procedures, and any other Intellectual Property Rights in the Service are, as between the Parties, exclusively owned by Aranda, and You shall not use, except as set forth herein, and shall not acquire or establish or attempt to acquire or establish any patent, trade secret, or other Intellectual Property Right in such concepts.
Section 4.1 Confidential Information. The term “Confidential Information” means any information disclosed to You by Aranda that is in written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed to You by Aranda, provided that such information is designated as confidential at the time of disclosure and is reduced to writing within a reasonable time (not to exceed 30 days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to You. All Login Credentials shall be Confidential Information.
Section 4.2 Confidentiality. You shall treat as confidential all Confidential Information, shall not use such Confidential Information except to exercise Your rights and perform Your obligations under this Agreement herein, and You shall not disclose such Confidential Information to any third party. Without limiting the foregoing, You shall use at least the same degree of care You uses to prevent the disclosure of your own confidential information of like importance, to prevent the disclosure of Confidential Information. You shall promptly notify Aranda of any actual or suspected misuse or unauthorized disclosure of any Confidential Information.
Section 4.3 Exceptions. Confidential Information excludes information that You can show: (i) was in the public domain at the time it was disclosed or has become in the public domain through no act or omission of Yours; (ii) was known to You, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of Aranda; (iv) was independently developed by You without any use of the Confidential Information; (v) becomes known to You, without restriction, from a source other than Aranda that has no obligation of confidentiality to Aranda; or (vi) is disclosed generally to third parties by Aranda without restrictions similar to those contained in this Agreement. You may disclose Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the You provide Aranda prompt notice thereof to enable Aranda to seek a protective order or otherwise prevent or restrict such disclosure.
Section 5.1 Indemnification. You shall indemnify and hold Aranda harmless against any losses, claims, liabilities, damages, settlements, or any other costs or expenses (including attorneys' fees), arising as a result of any use of the Service using the Login Credentials assigned to any User.
Section 5.2 Warranty Disclaimer. The Service is provided “AS IS”. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ARANDA HEREBY EXPRESSLY DISLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ANY OTHER WARRANTIES WHATSOEVER. IN NO EVENT DOES ARANDA WARRANT THAT THE OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.
Section 5.3 Disclaimer of Liability. IN NO EVENT SHALL ARANDA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DOWNTIME OR COSTS OF SUBSTITUTE SERVICES, SOFTWARE, PRODUCTS, OR EQUIPMENT OR LOSS OF INCOME, DATA, GOODWILL, OR INFORMATION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Section 5.4 Limit. ARANDA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED $100.
Section 6.1 Termination. This Agreement shall begin on the date on which You agree to be bound by its terms by clicking “I agree”, by accessing the Service, or by authorizing or permitting any User to access the Service and shall continue in perpetuity until terminated by Aranda. Aranda may terminate this Agreement at any time upon written notice to You. In this case, You shall immediately destroy any Confidential Information, including any Login Credentials, upon receipt of the notice of termination, without need of judicial or extra-judicial intervention.
Section 6.2 Survival. To the extent applicable, the following provisions of this Agreement shall remain in full force and effect after the termination, cancellation, expiration, and/or rescission of this Agreement: Article 1, Section 2.4, Section 2.5, Article 3, Article 4, Article 5, and Article 7.
Section 7.1 Governing Law, Jurisdiction, and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, U.S.A., without reference to its conflict of laws principles. All disputes arising out of this Agreement are subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and the Parties hereby submit to the personal jurisdiction and venue of these courts.
Section 7.2 Partial Invalidity. If any provision in this Agreement is found invalid or unenforceable, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect, and the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision that most nearly effects the Parties' intent in entering into this Agreement.
Section 7.3 Independent Contractors. The Parties hereto are independent contractors. Nothing contained herein will constitute either Party the agent of the other Party, or constitute the Parties as partners or joint venturers.
Section 7.4 Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement will be valid or binding on either Party unless the same is mutually agreed to in writing by both Parties.
Section 7.5 Waiver. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of either Party to enforce such provision thereafter. The express waiver by either Party of any provision of this Agreement will not constitute a waiver of any future obligation to comply with such provision.
Section 7.6 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns. You may not assign this Agreement, or any of Your rights or obligations hereunder, without the prior written consent of Aranda. Aranda may assign this Agreement at any time without notice or consent.
Section 7.7 Notices. Any notice required or permitted to be given by You under this Agreement will be in writing and delivered or sent by commercial courier service (e.g., DHL), or by first class airmail (certified or registered if available), to Aranda at its address first set forth above, or such new address as may from time to time be supplied hereunder by Aranda. Any notice required or permitted to be given by Aranda under this Agreement will be in writing and sent to the email address associated with Your Account. If mailed, notices will be deemed effective five (5) working days after deposit, postage prepaid, in the mail.
Section 7.8 Export Regulations. The Service, other Aranda technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You hereby warrant and represent that You are not named on any U.S. government denied-party list. You shall not permit or authorize Users to access or use Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
Section 7.9 Force Majeure. Notwithstanding anything else in this Agreement, and except for the obligation to pay money, no default, delay or failure to perform on the part of either Party will be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.
Section 7.10 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof. The Parties hereby waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Section 7.11 Government End Users. Aranda provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. These customary rights are provided in accordance with FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 227.7202‐3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Aranda to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
1. Information Collected through the Site.
A. Information You Directly and Voluntarily Provide to Us. If you are a visitor to the Site, we may collect information that you provide to us when you communicate with any of our departments such as customer service or technical services. You may also choose to provide your email address to us if you would like to receive additional information about the Site and the products and services that Aranda offers. If you sign up to become a registered user of the Site, you will be required to provide certain information as part of the registration process. This information will include your first and last name, email address, phone number, and, if you are registering on behalf of your company, the name of your company.
B. Information Automatically Collected Through the Site. We may automatically collect information about you when you use the Site. For example, if you access the Site through a computer, we will automatically collect information such as your browser type and version, computer and connection information, IP address and standard web log information. If you access the Site through a mobile device, we may also be able to identify the location of your mobile device. You may choose not to share your location details with us by adjusting your mobile device’s location services settings. For instructions on changing the relevant settings, please contact your service provider or device manufacturer.
We may automatically collect information from you when you use the Site using “cookies”. Cookies are small amounts of data that are stored within your computer’s Internet browser and that are accessed and recorded by the websites that you visit so that they can recognize the same browser navigating online at a later time.
Information that may be collected by cookies when you use the Site may include, without limitation:
You can set your browser to reject cookies or to notify you when you are sent a cookie. However, if you disable cookies you may not be able to use all features of the Site.
Aranda does not have access to or control over web beacons or cookies that third party websites may use. We are not responsible for the privacy practices or the content of these third-party websites. You are encouraged to review the privacy policies of the different websites you visit. In addition, some third-party advertising companies may provide a mechanism to opt-out of their technology. For more information about the opt out process, you may visit the Network Advertising Initiative website, available at: http://www.networkadvertising.org/managing/opt_out.asp.
In addition, your browser may allow you to adjust your browser settings so that “do not track” requests are sent to the websites that you visit. However, Aranda will not disable tracking technology that may be active on the Site in response to any “do not track” requests that we receive from your browser.
In addition, the Site may include links to third party social media services where you will be able to post comments, reviews, photos or other information. If you post any comments, reviews, photos or other information on our Facebook, Twitter or other social media pages, we may display those comments, reviews, photos or information on the Site. In addition, your use of these social media services may result in the collection or sharing of information about you by these social media services. We encourage you to review the privacy policies and settings on the social media services with which you interact to make sure you understand the information that may be collected, used, and shared by those social media services.
E. Information You Post on the Site. If you post information on public areas of the Site that information may be collected and used by Aranda, other users of the Site, and the public generally. We strongly recommend that you do not post any information through the Site that allows strangers to identify or locate you.
2. How We Use the Information We Collect. We use the information we gather through the Site to help us better understand how the Site and our products and services are being used. By identifying patterns and trends in usage, we are able to better design the Site and our products and services to improve your experience. We may also use this information to contact and communicate with you and to respond to your communications and requests. If you are a registered user, we may email you about products and services that we believe may be of interest to you. If you wish to opt-out of receiving these emails from us, please follow the instructions contained in each email you receive from us which will allow you to opt-out of receiving further marketing communications from us.
3. How We Share Your Information with Third Parties. We do not sell or rent user information we collect through the Site to any third parties for their own marketing purposes. In the event Aranda wants to sell or rent your information to third parties for their own marketing purposes in the future, we will notify you and you will have an opportunity to affirmatively opt-in to receiving these third party marketing communications. Aranda does share your information with third parties in some circumstances as follows:
A. Employees, Third-Party Processors and Third-Party Service Providers. We will disclose your information to our employees, contractors, affiliates, distributors, dealers, vendors and suppliers (“Service Providers”) who provide certain services to us or on our behalf, such as operating and supporting the Site, analyzing data, or performing marketing or consulting services. These Service Providers will only have access to the information needed to perform these limited functions on our behalf.
B. Response to Subpoenas or Court Orders or to Protect Rights and to Comply with Our Policies. To the extent permitted by law, we will disclose your information to government authorities or third parties if: (a) required to do so by law, or in response to a subpoena or court order; (b) we believe in our sole discretion that disclosure is reasonably necessary to protect against fraud, to protect the property or other rights of us or other users, third parties or the public at large; or (c) we believe that you have abused the Site by using it to attack other systems or to gain unauthorized access to any other system, to engage in spamming or otherwise to violate applicable laws. You should be aware that, following disclosure to any third party, your information may be accessible by others to the extent permitted or required by applicable law.
D. Aggregate Information. We may share information relating to users of the Site with affiliated or unaffiliated third parties on an anonymous, aggregate basis. While this information will not identify you personally, in some instances these third parties may be able to combine this aggregate information with other data they have about you, or that they receive from third parties, in a manner that allows them to identify you personally.
4. Children Under Age 13. The Site is not intended for children under age 13, or for anyone under age 18 or the applicable age of majority without involvement of a parent or guardian. We do not knowingly collect or distribute personal information from or about children under the age of 13.
5. Security. We implement industry standard security measures intended to protect against the loss, misuse and alteration of the information under our control. Please be aware that no data transmission over the Internet can be guaranteed to be 100% secure. As a result, Aranda cannot guarantee or warrant the security of any information you transmit on or through the Site and you do so at your own risk.
6. Special Notice for Users Located in Countries that are Part of the European Economic Area. The information that we collect from you may be transferred to and stored at a destination outside the European Economic Area (“EEA”), including the United States. If it is transferred to the United States it will be transferred to and stored at Microsoft data centers located in the United States. Microsoft has self-certified its compliance with the Safe Harbor Framework administered by the U.S. Department of Commerce. More information about Microsoft’s safe harbor certification and privacy practices in connection with the services it provides to Aranda can be found at http://azure.microsoft.com/en-us/support/trust-center/privacy/. By using the Site, you hereby consent to the collection, transfer, storage, processing, and other use of your information in the United States or other countries outside of the EEA. You acknowledge that your information and other information may be subject to the privacy and data protection laws and regulations of the United States or other applicable countries, which may not be the same as applicable laws and regulations in your country of residence.
7. Accessing, Changing and Managing Your Information. If you are a registered user of the Site, you may make changes to the user information you have provided in connection with your account by logging in to your account and changing the applicable information, or by contacting us at firstname.lastname@example.org. Following receipt of a request from you, we will take reasonable steps to update, correct or delete your information as requested.
8. Special Notice to California Residents. Under California Civil Code sections 1798.83-1798.84, also known as the “Shine the Light Law,” any users of the Site who are California residents are entitled to request and receive once a year, free of charge, a notice from us describing what categories of personal customer information (if any) we shared with third parties, including our corporate affiliates, for their direct marketing purposes during the preceding calendar year. If applicable, the notice will identify the categories of information that we shared, and the names and addresses of the third parties and affiliates with which we shared your information. If you are a California resident and would like to request a copy of this notice, please submit a written request to the following address: 20803 Biscayne Blvd. Aventura, FL 33180. Miami; or by email at email@example.com. In your request, please specify that you want a “California Privacy Rights Notice.” Please allow at least thirty (30) days for a response.
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