Teraproc Inc. welcomes you to Teraproc Cluster-as-a-Service (the "Services"). The following terms and conditions of service are a legally binding contract regarding use of the Services between the entity, organization, company or individual agreeing to these terms and Teraproc. Please read these Terms of Services carefully before using the Services.
YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT REGISTER OR USE THE SERVICE.
Services are not intended for use by anyone under the age of 13. By using the Services, you represent and warrant that you are 13 years of age or older. If you are under the age of 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Services are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Services or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
To use the Services, you must register for an account on the Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. Teraproc will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your Account secure.
Your use of the Services is subject to the following restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including Teraproc); (ii) violates any law or regulation; is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (iii) jeopardizes the security of your Teraproc account or anyone else's (such as allowing someone else to log in to the Services as you); (iv) attempts, in any manner, to obtain the password, account, or other security information from any other user; (v) violates the security of any computer network, or cracks any passwords or security encryption codes; (vi) runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (vii) "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (viii) copies or stores any significant portion of the Content; (ix) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Teraproc's) rights.
You understand that Teraproc owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn't mean that all the restrictions above don't apply - they do!
Teraproc has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Teraproc will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Teraproc shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that you are solely responsible for any fees accrued as a result of your use of third party services in conjunction with Teraproc Services.
If there is a dispute between users and any third party, you agree that Teraproc is under no obligation to become involved. In the event that you have a dispute with one or more third parties, you release Teraproc, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
We're always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical.
Access to the Services or to certain features of the Services may now or in the future require the payment of fees such as subscription fees. Fees may be set forth on our pricing page available at http://www.teraproc.com or on a physical, electronic or online Teraproc order form, as applicable, which is accepted by Teraproc and describes such Fees. Before initial payment of any Fees, you will have an opportunity to review and accept the Fees that you will be charged. Teraproc will charge Fees to the payment method, such as your credit card, that is specified at the time of subscription or purchase. You authorize Teraproc to charge all sums described herein to such payment method. If you choose automatic payment of any Fees, you authorize Teraproc to charge your payment method such amounts. All Fees are non-refundable. Teraproc may change the Fees for the Services or any feature of the Services, including by adding additional fees or charges, on a going forward basis at any time. Teraproc reserves the right to change the Fees charged for any subscription upon the renewal of such subscription. If your payment method fails or your accounts are past due, (i) you agree to pay all amounts due upon demand by Teraproc, (ii) Teraproc may collect fees owed using other collection mechanisms (this includes charging other payment methods you may have on file with Teraproc), (iii) Teraproc reserves the right to either suspend or terminate your account or access to the Services, and/or (iv) you agree to pay a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less.
Teraproc is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Teraproc has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org - we will try to help, but unfortunately, we can't promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Teraproc does not make any representations or warranties concerning any content accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS IS" and without any warranty of any kind from Teraproc or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). The services are provided on an "as-is" basis, without warranties or any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the services will be uninterrupted or error-free. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Teraproc be liable to you or to any other person for (i) any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction; (ii) any amount, in the aggregate, in excess of the greater of (a) $100 or (b) the amounts paid by you to Teraproc in connection with the services in the twelve (12) month period preceding this applicable claim, or (c) any matter beyond our reasonable control; or (iii) any liabilities or fees owed to third parties accessed in conjunction with the services. Some states or provinces do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Teraproc, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Teraproc's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
These Terms are governed by and will be construed under the laws of the Province of Ontario, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in City of Markham, Ontario, in English, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the provincial courts located in, respectively, City of Markham, Ontario.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Teraproc may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Teraproc agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Teraproc, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Teraproc in any respect whatsoever. You and Teraproc agree there are no third party beneficiaries intended under these Terms.