LIASAIL TERMS OF SERVICE

This LIASAIL Customer Agreement (the "Agreement") contains terms and conditions governing your access to and use of LIASAIL Service Offerings (defined below) and is an agreement between LIASAIL GLOBAL HONGKONG LIMITED ("LIASAIL," "we," or "us") and you or the entity you represent ("you" or "your"). This Agreement is effective when you click the "I Accept" button, check a box indicating your acceptance, or use any Service Offering, whichever occurs first ("Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity (such as the company you work for), you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms in this Agreement.

1. Use of Service Offerings.

1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to the Service Offerings. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Service Offerings, including all local laws applicable in your service location.

1.2 Your Account. To access the Services, you must have a LIASAIL Console account associated with a valid email address and a valid payment method. Unless explicitly permitted by the Service Terms, you may only create one account per email address.

2. Changes.

2.1 Service Changes. We may change or discontinue any Service from time to time. If we discontinue a material functionality of a Service you are using or materially change a customer-facing API you are using in a backwards-incompatible manner, we will provide you with at least 30 days’ prior notice, except that this 30-day notice period (a) will not apply if it would pose a security or intellectual property issue to us or the Service, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.

2.2 SLA Changes. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.

3. Security and Data Privacy.

3.1 Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access, or disclosure.

3.2 Data Privacy. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content to any government or third party; except as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your account information in accordance with the Privacy Policy, and you consent to such use. The Privacy Policy does not apply to Your Content.

3.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the region(s) where you use the Service Offerings and in the Hong Kong and USA regions. To provide you with support services initiated by you and investigate fraud, abuse, or violations of this Agreement, we may process Service Attributes where we maintain support and investigation personnel.

4. Your Responsibilities.

4.1 Your Account. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

4.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection, and backup of Your account and Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content.

4.4 Login Credentials and Account Keys. LIASAIL login credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your private keys to agents and subcontractors performing work on your behalf. You will manage and be responsible for all activity conducted using your private keys, and you will abide by all terms and conditions applicable to their use. LIASAIL does not store your login credentials or private keys on LIASAIL Console Sites.

4.5 End Users. You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take related to this Agreement, Your Content, or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreements with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by that End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

5. Fees and Payment.

5.1 Service Fees. We calculate and charge fees in various ways. Please pay attention to the billing description when purchasing services and purchase as needed. Once you purchase a specific type of service with certain billing methods, you will still be charged even if you do not actually use it, including but not limited to the following: (a) Package Services. Such services include one or more service benefits and have a usage period requirement. Benefits will be cleared after the period ends. (b) Services Billed by Duration. If the service you purchase includes billing by duration, you will receive the service for the entire duration and be billed accordingly. (c) Based on Rules or Conventions. For example, service rules state in advance that fees are non-refundable, or you have committed to LIASAIL a minimum consumption amount. General pricing rules on the LIASAIL Console are located at: LIASAIL Pricing Rules.

If a continuous billing service is no longer needed, LIASAIL recommends you check and turn off the service yourself.

You will pay us the applicable fees for the Service Offerings you order or subscribe to, using one of the payment methods we support as described on the LIASAIL Console Sites. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees for any new Service or new feature of a Service will be effective when we post updated fees on the LIASAIL Console Sites, unless we expressly state otherwise in a notice. We may increase or add new fees for any existing Service you are using by giving you at least 30 days’ prior notice. We may charge you interest on overdue payments at the rate of 1.5% per month (or the highest rate permitted by law, if lower).

5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes except where required by applicable law. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. For any Indirect Taxes we are required to collect from you, we will not collect, and you will not pay, any such Indirect Tax for which you provide us a properly completed exemption certificate or a direct pay permit that we may rely upon to claim a available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction of taxes in respect of payments made under this Agreement.

6. Temporary Suspension.

6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

  • (a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings, or the systems or Content of any other LIASAIL customer, (iii) could subject us, our affiliates, or any third party to liability, (iv) exceeds usage we deem reasonable; or (v) could be fraudulent;

  • (b) you or any End User is in breach of this Agreement, including any Policy;

  • (c) you are in breach of your payment obligations under Section 5; or

  • (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

  • (a) you remain responsible for all fees and charges you incur during the period of suspension; and

  • (b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension

7. Term; Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Notice of termination of this Agreement by either party must include a termination date that complies with the notice periods in Section 7.2.

7.2 Termination.

  • (a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

  • (b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and does not cure the material breach within 30 days of receipt of notice. You will close your account no later than the Termination Date.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates, or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

7.3 Effect of Termination.

  • (a) Generally. On the Termination Date:

(i) all your rights under this Agreement immediately terminate, except as provided in Section 7.3(b);

(ii) you remain responsible for all fees and charges you have incurred up to the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);

(iii) you will immediately return or, if instructed by us, destroy all LIASAIL Content in your possession;

(iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13, and 14 will continue to apply in accordance with their terms; and 3 days after the Termination Date, Your Content will be deleted from the servers containing it.

(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), for 72 hours following the Termination Date:

(i) you may continue to retrieve Your Content; and (ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.

After 72 hours, Your Content will be deleted from the servers containing it. Any use of the Services after the Termination Date is subject to the terms of this Agreement, and you will pay applicable fees at the rates under Section 5.

(c) No refunds will be issued for any products or services ordered or provided via the LIASAIL Console. • For subscription services, you may cancel your subscription at any time. Upon cancellation, your service will be deactivated at the end of the billing cycle and retrievable for 24 hours, after which it will be permanently deleted. • For pay-as-you-go services, you use the service first and then pay the fees. You cannot request a refund. • All released resources cannot be recovered. Please monitor the status of your resources closely.

8. Proprietary Rights.

8.1 Your Content. As between you and us, except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End User.

8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.

8.3 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the LIASAIL Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates, or our licensors to any Service Offerings, including any related intellectual property rights.

8.4 License Restrictions. You may not use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. You and any End Users may not, or may not attempt to, (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except that Content that is software and provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You may not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You may not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

9. Indemnification.

9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your LIASAIL account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users, or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees and the time and materials of our employees and contractors for responding to any third-party subpoena or other mandatory legal order or process associated with third-party claims described in (a) through (c) above at our then-current hourly rates.

9.2 Intellectual Property.

(a) Subject to the limitations in this Section 9 and except for free evaluation licenses, LIASAIL will defend your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights under any U.S. patent issued as of the date the Services are delivered to you, or any copyright or any trade secret rights. The above obligation does not apply to Services or portions or components thereof (i) not created by LIASAIL, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by LIASAIL, or (iv) where your use of such Services is not strictly in accordance with the terms of this Agreement.

(b) Subject to the limitations in this Section 9, you will defend LIASAIL, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights.

(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement or misappropriation of intellectual property rights by combinations of the Services or Your Content (as applicable) with any other product, service, software, data, content, or method. In addition, LIASAIL will have no obligations or liability for any obligations or liability arising from your or any End User’s use of the Services after LIASAIL has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or Your Content.

(d) For any claim covered by Section 9.2(a), LIASAIL will, at its election: (i) obtain the rights to use the portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the alleged infringing portion of the Services or this Agreement.

9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. Neither party may agree to any settlement of any claim without the written consent of the other party.

10. Disclaimers.

THE SERVICE OFFERINGS ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICE OFFERINGS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

11. Limitations of Liability.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

(A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL SERVICE OFFERINGS, OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON;

(B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS;

(D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR

(E) ANY MATTER BEYOND OUR REASONABLE CONTROL. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the LIASAIL Console Sites or otherwise notifying you in accordance with Section 13.10; however, for any adverse changes to any Service Level Agreement, we will provide at least 30 days’ advance notice in accordance with Section 13.10. Subject to the 30-day advance notice requirement for adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the LIASAIL Console Sites regularly for modifications to this Agreement. The date of our last modification is listed at the end of this Agreement.

13. Miscellaneous.

13.1 Assignment. You may not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for LIASAIL as a party to this Agreement and LIASAIL is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or oral, regarding the subject matter of this Agreement (but it does not supersede prior commitments to purchase Services under separately executed service agreements or order forms). We are not bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement), such as terms, conditions, or other provisions (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence, or other document, (b) related to any online registration, response to a request for proposal, request for information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms control over this document.

13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemics, earthquake, storms, or other elements of nature, blockades, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. The Governing Law (without reference to conflict of laws rules) governs this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

13.5 Dispute Resolution. Any dispute or claim relating in any way to your use of the Service Offerings or to any products or services sold or distributed by LIASAIL will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the following additional provisions.

13.6 Notices. We may provide any notice to you under this Agreement by: (a) posting a notice on the LIASAIL Console Sites; or (b) sending a message to the email address or via SMS or other electronic communications then associated with your account. All notices to us provided under this Agreement must be delivered by email to [LIASAIL Legal Email Address].

13.7 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portion will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.

13.8 Waiver. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.

13.9 Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.10 Entirety. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous oral or written communications, representations, and agreements.

14. Definitions.

"API" means an application programming interface.

"Content" means software (including machine images), data, text, audio, video, or images.

"Documentation" means the user guides and admin guides for the Services (in each case excluding any content referenced via hyperlink) as offered by LIASAIL on the LIASAIL Console Sites, and any updates to such user guides and admin guides that LIASAIL may provide from time to time.

"End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own LIASAIL account, rather than your account.

"Governing Law" and "Governing Courts" mean, for LIASAIL GLOBAL HONGKONG LIMITED, the laws of Hong Kong and the courts of Hong Kong.

"Indirect Taxes" means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

"Losses" means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

"Policies" means the Service Terms, Privacy Policy, Site Terms, Acceptable Use Policy, LIASAIL Content, and all restrictions described on the LIASAIL Console Sites, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the LIASAIL Console Sites.

"Privacy Policy" means the privacy policy located at [Privacy Policy Link] (and any successor or related locations designated by us), as may be updated by us from time to time.

"Services" means each of the services made available by us or our affiliates, including those web services described in the Service Terms.

"Service Attributes" means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics.

"Service Level Agreements" means all service level agreements that we offer with respect to the Services and post on the LIASAIL Console Sites, as they may be updated by us from time to time.

"Service Offerings" means the Services (including associated APIs), the LIASAIL Content, and any other product or service provided by us under this Agreement.

"Service Terms" means the rights and restrictions for particular Services located at [Service Terms Link] (and any successor or related locations designated by us), as may be updated by us from time to time.

"Site Terms" means the terms of use located at [Site Terms Link] (and any successor or related locations designated by us), as may be updated by us from time to time.

"Suggestions" means all suggested improvements to the Service Offerings that you provide to us.

"Term" means the term of this Agreement described in Section 7.1.

"Termination Date" means the effective date of termination provided in a notice from one party to the other under Section 7.

"Your Content" means Content that you or any End User transfers to us for processing, storage, or hosting by the Services in connection with your account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include account information.

"LIASAIL Confidential Information" means all nonpublic information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential. LIASAIL Confidential Information includes: (a) nonpublic information relating to our or our affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between you and us or our affiliates. LIASAIL Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the LIASAIL Confidential Information.

"LIASAIL Console Sites" means [LIASAIL Console Site Link] (and any successor or related site designated by us), as may be updated by us from time to time.

"LIASAIL Content" means Content we or any of our affiliates make available in connection with the Services or on the LIASAIL Console Sites to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). LIASAIL Content does not include the Services.

"LIASAIL Contracting Party" means LIASAIL GLOBAL HONGKONG LIMITED, with a registered address at RM 602, 6/F, KAI YUE COMM BUILDING, NO.2C, ARGYLE STREET, MONGKOK KOWLOON, HONG KONG.

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