Welcome to www.kinvey.com (the "Site"), a website operated by Kinvey, Inc. ("Kinvey", "we", "us", or "our"). We offer a backend as a service platform that makes it easy for developers to setup, use and operate a cloud backend for their mobile and tablet applications ("Apps"), and a number of related services (collectively, the Site and any such services, the "Services").
2. REGISTRATION. Certain areas of the Site and certain Services are restricted for registered users only. When you register, we will ask for your name, email address and other related information and assuming we don't find the information you provide to be of concern, we will create an account ("Account") for you. As part of the registration process you will create a user ID and password and we will provide you with security protocols, policies, network links and connections (the "Access Protocols"). . The information you provide to us, as part of the registration process must be true, accurate, current and complete. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services (or any portion thereof).
3. USE OF YOUR ACCOUNT. Once you are registered you can begin using all of the great tools and services that we offer. But as your mother told you, with opportunity comes responsibility. For starters, we say: in using the Services, you must abide by all applicable local, state, national and foreign laws in connection with your use of the Services, including those related to data privacy and intellectual property. You may not use your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. Here's another important one: don't provide your Access Protocols to anyone else. We mean it. We rely on the Access Protocols as a method to differentiate you from other users and to authenticate you. If someone else is using your Access Protocols, we will assume they are you and we'll give them access. You will be responsible for all activity carried out under your Account using your Access Protocols. If you know or suspect that someone has gained access to your Access Protocols, you agree to let us know. We'll turn off the compromised Access Protocols and issue you new Access Protocols. We reserve the right to take any action we deem necessary or reasonable to ensure the security of the Services and your Account, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Account. In no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of us under this provision, (ii) any compromise of the confidentiality of your Account, and (iii) any unauthorized access to or use of your Account. Our lawyers wrote that language, but we asked them to. We take security seriously and want you to do your part.
6. FEES. Using a payment method made available to you on the Site (e.g., Visa, MasterCard, PayPal), you agree to pay the applicable fees (as listed on the Site) for the Services (the “Fees”), based on the type of success pricing that is applicable to you (e.g., native or non-native pricing). We may take up to sixty days to debit or charge your payment method, but we reserve the right to charge or debit your payment method each month within ninety days of the end of the month in which the services were delivered. By providing Kinvey with your card number or PayPal account and associated payment information (“Payment Information”), you authorize us to charge or debit your payment method the applicable fees in accordance with this payment schedule. You agree to immediately notify Company of any change in your Payment Information. If we are unable to receive payment of the applicable amount (e.g., your payment method has expired and has not been replaced), we may suspend or terminate this Agreement and / or your access to the Services. Kinvey reserves the right at any time to change our prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you. The fees listed on the Site are net of any taxes. You agree to pay any and all sales, use, excise and other taxes applicable to your use of the Services (other than taxes on Kinvey’s income), if any. To the extent that we have nexus with the taxing jurisdiction in which you are located, we may collect any applicable tax from you and you authorize us to charge or debit your payment method the applicable tax in conjunction with your payment of the Fees.
7. RULES REGARDING APPS AND CONTENT. When we refer to your "Content," we mean all software code, web pages, text, videos, images, audio clips, photos, graphics, advertisements, sponsorships and/or other types of content or data posted to our forums or provided or uploaded by you or the end users of your Apps ("End Users"), whether through the Site or any App, and all information collected by your App. You are responsible for any Content submitted through the Site or Services. You will be entirely responsible for each individual item of Content provided by you or the End Users of your Apps through the Services, and, as between you and us, you retain ownership and any intellectual property rights in such Content. You will, at your own expense, obtain all third party licenses, consents and/or permissions that may be necessary or appropriate with respect to such Content to enable each party to exercise its rights and perform its obligations under this Agreement. This means that you will secure any such rights from the End Users of your Apps through a separate terms of service as further defined in Section 9 below. You hereby grant us a non-exclusive, royalty-free, perpetual, fully paid, fully sublicenseable, worldwide license, under any and all of your copyrights and other intellectual property rights to use, host, store, disseminate, distribute, publicly display, reproduce, sublicense, post, or publish your Content (including your Apps) for the purposes of: (a) performing the Services and (b) promoting and marketing our Site and Services, in which case we will use not use so much of the App that it will be act as a substitute for the App itself. You represent and warrant that the Content will not and does not:
8. GENERAL RULES OF CONDUCT. It is our goal to make access to our Services a good experience for all of our users. You agree not to, and represent and warrant that you will not and the End Users of your Apps will not:
9. APP TERMS OF SERVICES. These terms of service governs the relationship between Users and Kinvey. It does not govern the relationship between you and the End Users of your App or Kinvey and the End Users of your App. You agree that each App made available to End Users will have a terms of service that disclaims any of Kinvey's liability and damages (including all direct, consequential, incidental, indirect, special and punitive damages) for the End User's use or inability to use the App. As you are responsible for the acts and omissions of your End Users under this Terms of Service, we also recommend that any such Terms of Service contains provisions similar to those in Sections 4, 7 and 8.
10. FEEDBACK. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site or the Services (collectively "Feedback"), including in response to any product plans or roadmaps with share with you, you agree we may use the Feedback to modify our Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. To the extent you include personally identifiable information in public forums or blogs related to the Site, we will not be liable for such disclosure.
11. MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify or discontinue the Services with or without notice to you, although we will use commercially reasonable efforts to give you at least sixty (60) days advance notice if we decide to discontinue the Services, We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
12. INFORMATION RIGHTS, PRIVACY AND SECURITY.
In addition, if you are a visitor to the Site or Services, the Site and Services may contain links to websites, content and services not operated by us. Your use of such websites, content and services is subject solely to the terms of the agreements between you and such third party.
In all cases, Kinvey is not responsible for the accuracy, currency, suitability or quality of services, content, products, materials, or practices (including privacy practices) of such third parties, including Third Party Data Providers. Further, you understand that by using the Services, or if you use Apps that are developed and/or hosted by Kinvey, you may be exposed to third-party websites, content or Apps that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of the websites, products, services or Apps accessible by hyperlink or otherwise from the Services. We provide these links for your convenience only and we do not control such websites or Apps. Our use of third party services to power the Services, and our includsion of links to such websites, does not imply any endorsement of the services or materials on such third party websites or any association with their operators. We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY APPS HOSTED BY THE SERVICES OR THE WEBSITES, CONTENT, MATERIALS OR PRACTICES OF ANY THIRD PARTY.
14. CONFIDENTIAL INFORMATION. The "CI" of Kinvey will mean any and all technical and non-technical information disclosed by Kinvey to you during the term of this agreement that is either identified by Kinvey as confidential or that a reasonable person would understand to be confidential. For purposes of clarification, you agree that Our Technology shall be deemed CI of Kinvey. CI may include without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, roadmaps, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and (c) information regarding the skills and compensation of Kinvey employees, contractors, and other agents. You agree that you will (a) hold in strict confidence and not disclose to any third party, any CI of Kinvey, except as specifically approved in writing by Kinvey; (b) protect such CI with at least the same degree of care that you use to protect its own highly confidential CI, but in no case less than a reasonable degree of care; (c) use' CI for no purpose other than as specifically authorized herein; (iv) if you are an entity, limit access to the CI to those employees or authorized representatives having a need to know who have signed confidentiality agreements substantively as protective of Kinvey CI as these terms; and (v) immediately notify Kinvey upon discovery of any loss or unauthorized disclosure of CI. You will not reproduce CI in any form except as required to exercise your rights under these terms. Any copy of any CI remains the property of Kinvey and will contain all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Kinvey. Your obligations under this Section 14 will survive termination of the agreement under these terms and continue in full force and effect. All CI will remain the property of Kinvey. Upon termination of agreement under these terms, or upon written request of Kinvey, you will (a) cease any use of CI; and (b) promptly return to Kinvey all documents and other tangible materials containing any portion of, or summarizing, CI and all copies thereof.
15. RELEASE. To the extent permitted under applicable laws, you hereby release Kinvey from any liability related to: (a) any Content; (b) the conduct, whether online or offline, of any User or End User of an App; (c) any loss or damage caused by Content posted on the Services or transmitted by and to any End User of an App; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any App. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
17. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO KINVEY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.
20. COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:
Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by mail at: Copyright Agent, One Cambridge Center, 6th Floor, Cambridge, MA 02142, or by email at email@example.com.
24. CONTACTING US. If you have any questions or concerns about our Site, your registration, or anything else, please follow the Contact Us link on the Site, or send an e-mail to firstname.lastname@example.org.
LAST UPDATED: July 10, 2012