Sentinel Platform User Agreement
Sentinel Platform User Agreement
This Sentinel Platform User Agreement (the "Agreement") is made and entered into by and between Acyclic and the entity or person agreeing to these terms ("Customer"). "Acyclic" means Acyclic Technologies Private Limited, a company incorporated under the laws of India, with offices at 91 Springboard 1st Floor, Gopala Krishna Complex, #45/3 Residency Road, Bangalore, Karnataka, India.
This Agreement is effective as of the date Customer registers/signups on Sentinel or Sentinel Partnered Platform. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Service. For an offline variant of this Agreement, you may contact Acyclic for more information.
Provision of the Services:
- Services Use: Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by Acyclic as part of the Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.
- Sentinel Dashboard: Acyclic will provide the Services to Customer. As part of receiving the Services, Customer will have access to the Sentinel Dashboard, through which Customer may administer the Services.
- Smart Contracts: Customers can write their own Smart Contract codes, which will only be a property of the Customer. Customer might ask Acyclic to write it for them by using additional Services at added costs and conditions. Even so, the usage of such service will be confidential to the service platform, 3rd party services and Customer only. Acyclic will not redistribute any part of that code for any commercial reasons whatsoever to any external entity. Acyclic might analyse the usage of any code deployed using Sentinel platform for improvement of it’s overall performance and better service in future.
- Data Location: Acyclic is free to use any external service to store and process the data under all security guidelines followed to protect the Customer data. However, the Customer will have absolute authority over their own data. Acyclic under no condition can freely distribute the data to any external authority without a proper notice to the Customer. Under this Agreement, Acyclic is merely a data processor.
- Accounts: Customer must have an Account to use the Services, and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. If Customer becomes aware of any unauthorized use of its password, its Account, Customer will notify Acyclic as promptly as possible. Acyclic has no obligation to provide Customer multiple Accounts.
- New Applications and Services: Acyclic may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer's agreement to additional terms.
- To the Services: Acyclic may make commercially reasonable updates to the Services from time to time. If Acyclic makes a material change to the Services, Acyclic will inform Customer, provided that Customer has subscribed with Acyclic to be informed about such change.
- To the Agreement: Acyclic may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Acyclic, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. Acyclic will provide at least 90 days' advance notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer's primary point of contact; (ii) posting a notice in the Dashboard; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, please stop using the Services. Acyclic will post any modification to this Agreement to the Terms URL.
To the Data Processing and Security Terms: Acyclic may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change:
- is commercially reasonable;
- does not result in a degradation of the overall security of the Services;
- does not expand the scope of or remove any restrictions on Acyclic's processing of Customer Personal Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and
- does not otherwise have a material adverse impact on Customer's rights under the Data Processing and Security Terms.
- Service Specific Terms and Data Processing and Security Terms: The Service Specific Terms and Data Processing and Security Terms are incorporated by this reference into the Agreement.
- Free Quota: Certain Services are provided to Customer without charge up to the Fee or Usage Threshold, as applicable.
- Online Billing: At the end of the applicable Fee Accrual Period, Acyclic will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on (i) Customer's use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for TSS set forth in the Fees definition below); (ii) any Reserved Units selected; (iii) any Committed Purchases selected; and/or (iv) any Package Purchases selected. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Acyclic will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Acyclic agrees), all Fees are due as set forth in the invoice. Customer's obligation to pay all Fees is non-cancellable. Acyclic’s measurement of Customer's use of the Services is final. Acyclic has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Acyclic.
- Taxes: Customer will pay taxes as per the invoices or bill generated according to Indian Tax Laws adding GST and other forms of taxes wherever applicable. These taxes will be made clear during the purchase of the service and Customer can choose to close the service if the terms seem unfavourable. The taxes levied is under RBI regulations and Acyclic is liable to tax any service provided.
- Invoice Disputes & Refunds: Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Acyclic, Acyclic will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Acyclic will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within thirty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Acyclic and will only be in the form of credit for the Services. Nothing in this Agreement obligates Acyclic to extend credit to any party.
- Delinquent Payments; Suspension: Late payments may bear interest at the rate of 2.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Acyclic in collecting such delinquent amounts. If Customer is late on payment for the Services, Acyclic may Suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.
- No Purchase Order Number Required: For clarity, Customer is obligated to pay all applicable Fees without any requirement for Acyclic to provide a purchase order number on Acyclic's invoice (or otherwise).
- Compliance: Customer is solely responsible for its Applications, Projects, and Customer Data and for making sure its Applications, Projects, and Customer Data comply with the AUP. Acyclic reserves the right to review the Application, Project, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer's obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.
- Privacy: Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
- Restrictions: Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage limits or quotas; (e) unless otherwise set forth in the Service Specific Terms, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State.
- Third Party Components: Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer's use of that third party component.
- Documentation: Acyclic may provide Documentation for Customer's use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.
- Copyright Policy: Acyclic provides information to help copyright holders manage their intellectual property online, but Acyclic cannot determine whether something is being used legally or not without their input. Acyclic responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws including in particular the process set out in Indian Jurisdiction. If Customer thinks somebody is violating Customer's or Customer End Users' copyrights and wants to notify Acyclic, Customer can email the information along-with a copy of the proof of such claim. Acyclic will handle any such case with utmost urgency.
- AUP Violations: If Acyclic becomes aware that Customer's or any Customer End User's use of the Services violates the AUP, Acyclic will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Acyclic's request, then Acyclic may Suspend all or part of Customer's use of the Services until the violation is corrected.
- Other Suspension: Notwithstanding Section 4.1 (AUP Violations) Acyclic may immediately Suspend all or part of Customer's use of the Services if: (a) Acyclic believes Customer's or any Customer End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Acyclic network or servers used to provide the Services, which may include use of the Services for cryptocurrency mining without Acyclic's prior written approval; (b) there is suspected unauthorized third-party access to the Services; (c) Acyclic believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). Acyclic will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, Acyclic will notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Use of Customer Data; Feedback; Benchmarking:
- Intellectual Property Rights: Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Acyclic owns all Intellectual Property Rights in the Services and Software.
- Use of Customer Data: Acyclic will not access or use Customer Data, except as necessary to provide the Services and TSS to Customer.
- Customer Feedback: If Customer provides Acyclic Feedback about the Services, then Acyclic may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Acyclic all right, title, and interest in that Feedback.
- Benchmarking: Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a "Test") of the Services, unless the disclosure includes all information necessary for Acyclic or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and publicly discloses the results directly or through a third party, thenAcyclic (or a Acyclic-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). To the extent this Section 5.4 conflicts with any other Customer product or service terms, this Section 5.4 will govern.
Technical Support Services:
- By Customer: Customer is responsible for technical support of its Applications and Projects.
- By Acyclic: Subject to payment of applicable support Fees, Acyclic will provide TSS to Customer during the Term in accordance with the TSS Guidelines. Certain TSS levels include a minimum recurring Fee as described in the "Fees" definition below. If Customer downgrades its TSS level during any calendar month, Acyclic may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.
Deprecation of Services:
- Discontinuance of Services: Subject to Section 7.2, Acyclic may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
Deprecation Policy: Acyclic will announce if it intends to discontinue or make backwards incompatible changes to the Services specified at the URL in the next sentence. Acyclic will use commercially reasonable efforts to continue to operate those Services versions and features identified at https://acycliclabs.com/legal/terms/deprecation without these changes for at least one year after that announcement, unless (as Acyclic determines in its reasonable good faith judgment):
- required by law or third party relationship (including if there is a change in applicable law or relationship), or
- doing so could create a security risk or substantial economic or material technical burden.
- Obligations: The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
- Required Disclosure: Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users' use of the Services.
Term and Termination:
- Agreement Term: The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.
- Termination for Breach: Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, Acyclic may terminate any, all, or any portion of the Services or Projects, if Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii).
- Termination for Inactivity: Acyclic reserves the right to terminate the provision of the Service(s) to a Project upon 30 days advance notice if, for a period of 60 days (i) Customer has not accessed the Sentinel Dashboard or the Project has had no network activity; and (ii) such Project has not incurred any Fees for such Service(s).
- Termination for Convenience: Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Acyclic may terminate this Agreement for its convenience at any time without liability to Customer.
- Effect of Termination: If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to Acyclic are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
- Publicity: Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Acyclic or Sentinel or related Services Brand Features in connection with its use of the Services, Customer are free to do so without any prior notice to Acyclic. Acyclic may include Customer's name or Brand Features in a list of Acyclic customers, online or in promotional materials. Acyclic may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. In case of branding updates, Acyclic will update Customer over it’s usual announcement channels given Customer has chosen to opt for such announcements.
- Representations and Warranties: Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Acyclic warrants that it will provide the Services in accordance with the applicable SLA (if any).
- Disclaimer: EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACYCLIC AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. ACYCLIC AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER ACYCLIC NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
Limitation of Liability:
- Limitation on Indirect Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ACYCLIC'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- Limitation on Amount of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ACYCLIC'S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO ACYCLIC UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Exceptions to Limitations: These limitations of liability do not apply to violations of a party's Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
- By Customer: Unless prohibited by applicable law, Customer will defend and indemnify Acyclic and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand Features; or (ii) Customer's, or Customer End Users', use of the Services in violation of the AUP.
- By Acyclic: Acyclic will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Acyclic's technology used to provide the Services or (b) any Acyclic Brand Feature infringes or misappropriates the third party's patent, copyright, trade secret, or trademark.
Exclusions: This Section 14 will not apply to the extent the underlying Allegation arises from:
- the indemnified party's breach of this Agreement;
- modifications to the indemnifying party's technology or Brand Features by anyone other than the indemnifying party;
- combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party; or
- use of non-current or unsupported versions of the Services or Brand Features;
Conditions: Sections 14.1 and 14.2 will apply only to the extent:
- The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
- The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
- If Acyclic reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Acyclic may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.
- If Acyclic does not believe the remedies in Section 14.5(a) are commercially reasonable, then Acyclic may Suspend or terminate Customer's use of the impacted Services.
- Sole Rights and Obligations: Without affecting either party's termination rights, this Section 14 states the parties' only rights and obligations under this Agreement for any third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
- Open Source: The Services as stated as Open Source can be freely used and contributed to upon following proper guidelines to the relevant documentation. Acyclic will hold all rights to the termination or updation of the said project without prior notice. Any commercial usage of such projects will follow the individual licensing for each of the project.
- Notices: All notices must be in writing and addressed to the other party's legal department and primary point of contact. The email address for notices being sent to Acyclic’s Legal Department is firstname.lastname@example.org. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
- Assignment: Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
- Change of Control: If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
- Force Majeure: Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- No Agency: This Agreement does not create any agency, partnership or joint venture between the parties.
- No Waiver: Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- Severability: If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
- No Third-Party Beneficiaries: This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- Equitable Relief: Nothing in this Agreement will limit either party's ability to seek equitable relief.
- For Customer: In any minor or major notices issued by any government body, the Customer is required to inform Acyclic about the same if it concerns Acyclic platform in any way immediately. Acyclic retains the right to terminate this agreement if such a situation arises and take necessary legal precautions.
- For Acyclic: In any minor or major notices issued by any government body, Acyclic is required to inform Acyclic about the same if it concerns the Customer in any way immediately. Customer is free to terminate the agreement and take necessary legal precautions.
- Amendments: Except as set forth in Section 1.7(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
- Survival: The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 16.
- Entire Agreement: This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Acyclic may provide an updated URL in place of any URL in this Agreement.
- Conflicting Terms: If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If Acyclic provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.
- "Account" means Customer's Sentinel or other Acyclic services account.
- "Sentinel Dashboard" or “Dashboard” means the online dashboard or console(s) and/or tool(s) provided by Acyclic to Customer for administering the Services.
- "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- "Allegation" means an unaffiliated third party's allegation.
- "Application(s)" means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services, or hosted in an Instance as decided by Acyclic.
- "AUP" means the acceptable use policy set forth here for the Services: https://acycliclabs.com/legal/terms/aup.
- "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- "Committed Purchase(s)" have the meaning set forth in the Service Specific Terms.
- "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
- "Control" means control of greater than fifty percent of the voting rights or equity interests or an equivalent consent of a party.
- "Customer Data" means content provided to Acyclic by Customer (or at its direction) via the Services under the Account. - "Customer End Users" means the individuals Customer permits to use the Application.
- "Documentation" means the Acyclic product documentation (as may be updated from time to time) in the form generally made available by Acyclic to its customers for use with the Services on the relevant Dashboard.
- "Fee Accrual Period" means a calendar month or another period specified by Acyclic in the Dashboard.
- "Feedback" means feedback or suggestions about the Services provided to Acyclic in any format by Customer.
- "High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (such as operation of nuclear facilities, air traffic control, life support systems, or weaponry).
- "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
- "Instance" means a virtual machine instance, configured and managed by Customer, which runs on the Services. Instances are more fully described in the Documentation.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
- "Project" means a grouping of computing, storage, and API resources for Customer, and via which Customer may use the Services. Projects are more fully described in the Documentation.
- "Smart Contract" means the code written in Solidity or relevant languages to interact with a blockchain.
- "Services" means the services provided by Acyclic as stated on Acyclic’s website.
- "SLA" means each of the then-current service level agreements as described on the service’s official web page.
- "Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Acyclic in connection with the Services, which may be downloaded by Customer, and any updates Acyclic may make to such Software from time to time.
- "Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
- "Taxes" means any duties, customs fees, or taxes associated with the purchase of the Services, including any related penalties or interest.
- "Term" has the meaning set forth in Section 9 of this Agreement.
- "Terms URL" means the following URL set forth here: https://acycliclabs.com/legal/terms/.
- "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- "Trademark Guidelines" means Acyclic's Guidelines for Third Party Use of Acyclic Brand Features.
- "TSS" means the technical support service provided by Acyclic to the administrators under the TSS Guidelines.
- "TSS Guidelines" means Acyclic's technical support services guidelines then in effect for the Services.