UNLOQ Systems Ltd. (UNLOQ) provides its services through https://unloq.io, https://sconfig.io, https://loglet.io, https://unloqsystems.com, thorinjs.com, thorin.io and associated web and mobile applications. These terms apply to all services provided through these domains or Customers’ domains (in case of private instances), regardless of the medium of delivery. UNLOQ.io service enables software developers to integrate authentication, identity management, transaction authorization, encryption keys and customer support capabilities into their applications, including mobile, web-based and desktop applications. Through sconfig.io, UNLOQ allows companies and developers to host their encrypted configuration files on UNLOQ's servers and access them from there, thus removing the need to update them on multiple servers. Through loglet.io, UNLOQ allows companies and developers to host and manage their encrypted applications' log files on UNLOQ's servers.
UNLOQ provides its services subject to the terms and conditions contained in these Terms of Service (this “Agreement”). To become eligible to use UNLOQ’s services under this Agreement, you must review and accept the terms of this Agreement by clicking on the “I Accept” button or other mechanism provided.
Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a binding legal commitment. If you have any questions, you can reach the UNLOQ team at email@example.com.
If you are a government user or otherwise accessing or using any UNLOQ service in a government capacity, this Amendment to UNLOQ Terms of Service shall apply to you.
“Customer” means the individual accepting the terms of this Agreement or the entity such individual represents, as applicable.
“Customer Application” means a software application that interfaces with the UNLOQ Services and includes any services (web-based or other services) made available by Customer through that application.
“Customer Data” means data and other information made available to UNLOQ through the use of the UNLOQ Services under this Agreement.
“Documentation” means all of the instructions, code samples, on-line help files and technical documentation made available by UNLOQ for the UNLOQ Services.
“End User” means an end user of UNLOQ or a Customer Application.
“End User Data” means all personal information of an end user including name, emails, phone numbers and other personal data related to the use of UNLOQ Services (device data, timestamps, location, etc.).
“UNLOQ Acceptable Use Policy” means certain terms and conditions relating to the use of the UNLOQ Services, available through the service setup interface, as such may be updated from time to time.
“UNLOQ API” means an application-programming interface for the UNLOQ Services (or feature of the UNLOQ Services) provided to Customer by UNLOQ.
“UNLOQ Properties” means the UNLOQ websites, UNLOQ APIs, UNLOQ mobile applications, Documentation, and technical support made available by UNLOQ to Customer in connection with the UNLOQ Services.
“UNLOQ Services” means the services provided by UNLOQ to Customer under this Agreement, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by UNLOQ, including without limitation the UNLOQ APIs and any software provided to Customer in connection with its use of the UNLOQ Services.
2. UNLOQ SERVICES
2.1 Provision of Services. UNLOQ will make the UNLOQ Services available to Customer in accordance with this terms. Subject to the terms and conditions of this Agreement, UNLOQ grants Customer a non-exclusive, revocable right to:
• Use the Documentation and UNLOQ APIs as needed to integrate into Customer Applications;
• Offer and make the UNLOQ Services available to End Users in connection with the use of each Customer Application and in accordance with the Documentation; and
• Otherwise use the UNLOQ Properties solely in connection with and as necessary for Customer’s activities hereunder.
2.2 Use of UNLOQ Services. Customer will be solely responsible for all use (whether or not authorized) of the UNLOQ Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. UNLOQ reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the UNLOQ Site or any portion thereof with or without notice. You agree that UNLOQ shall not be liable to you or to any third party for any modification, suspension or discontinuance of the UNLOQ Site or any portion thereof.
2.3 Restrictions. Except as expressly provided in Section 2.1 (Provision of Services), Customer will not transfer, resell, lease, license or otherwise make available the UNLOQ Services to third parties. In any event, Customer will not offer the UNLOQ Services on a standalone basis. Customer will not use the UNLOQ Services to access or allow access to Emergency Services. Customer will ensure that the UNLOQ Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including UNLOQ’s Acceptable Use Policy. Specifically, and without limitation, Customer will ensure that UNLOQ is entitled to use the Customer Data as needed to provide the UNLOQ Services and will not use the UNLOQ Services in any manner that violates any data protection statute, regulation, order or similar law. Customer End User will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of UNLOQ software.
2.4 End User. To use the services available on the UNLOQ Site, you must complete the registration process. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the UNLOQ's registration process ("End User Data”) and (b) maintain and promptly update the End User Data to keep it accurate and current. You agree that UNLOQ may use your End User Data to provide the user authentication, login and registration services on the UNLOQ Properties for which you have enrolled. If you provide any information that is inaccurate or not current, or UNLOQ has reasonable grounds to suspect that such information is inaccurate or not current, UNLOQ has the right to suspend or terminate your account and refuse any and all current or future use of the UNLOQ Site. In consideration of your use of the UNLOQ Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.
2.5 Change of Service. Customer acknowledges that the features and functions of the UNLOQ Services, including the UNLOQ APIs, may change over time. It is Customer’s responsibility to ensure that calls or requests Customer makes to the UNLOQ Services are compatible with then-current UNLOQ APIs. Although UNLOQ endeavors to avoid changes to the UNLOQ APIs that are not backwards compatible, if any such changes become necessary, UNLOQ will use reasonable efforts to notify Customer at least 30 days prior to implementation and to provide information required for Customer to continue to use the Services.
3.1 Fees. Customer agrees to pay the usage fees set forth on the UNLOQ site or otherwise agreed rates (collectively Fees). In addition, if applicable, Customer agrees to pay any applicable support fees in connection with Customer’s order of any support services pursuant to the Support Terms.
3.2 Net of Taxes. Unless otherwise stated in the Fees, all applicable state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against UNLOQ, will be payable by Customer. Customer will not withhold any taxes from any amounts due to UNLOQ.
3.3 Invoicing. Subject to certain credit requirements as determined by UNLOQ, UNLOQ might agree to allow Customer to pay amounts due hereunder in arrears. In this case, customer will make all of the payments due hereunder within 7 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 14 days of written notice of the non-payment, then UNLOQ may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.
3.4 Disputes. Customer will notify UNLOQ in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will use reasonable efforts to provide such notice to UNLOQ within 30 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 30-day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.
3.5 Suspension. Customer acknowledges that, in the event Customer fails to pay amounts due as described in this Section 3, UNLOQ will be entitled to suspend the UNLOQ Services associated with Customer’s account without prior notice to Customer. UNLOQ will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of UNLOQ Services pursuant to this Section 3.
3.6 End User Fees. UNLOQ services are offered for free to End Users.
4. OWNERSHIP AND CONFIDENTIALITY
4.1 Ownership Rights. As between the parties, UNLOQ exclusively owns and reserves all right, title and interest in and to the UNLOQ Services, UNLOQ Properties and UNLOQ’s Confidential Information. As between the parties, Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, Customer Applications and Customer’s Confidential Information. End user data belongs to the user only. UNLOQ will only store contact data (full name, emails and phone numbers) and traffic data (sites / services used). All other data are stored on End User's device and made available to a Customer with End User's approval. End User's Data provided by a Customer will also become UNLOQ data (for the type of data mentioned above: contact data and traffic data).
4.2 Use of Licensor Mark. Subject to the terms of this Agreement, each party (the “Licensor”) grants to the other party (the “Licensee”) the right to use and display Licensor’s name and marks (the “Licensor Marks”) on its website and in other promotional materials related to its activities under this Agreement. All such use of the Licensor Marks will be in accordance with the Licensor’s usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register or take other action with respect to any of the Licensor Marks, except to the extent authorized in advance and in writing by Licensor. In its efforts, Licensee will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. Licensee will not, at any time, misrepresent its relationship with Licensor. Licensee and will not present itself as an affiliate or other legal agent of Licensor. The license described in this Section will terminate automatically in the event of any termination of this Agreement.
• Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information
• Use and Disclosure. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose such information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.
4.4 Injunction Relief. The Parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.
UNLOQ HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. UNLOQ’S SERVICES AND PROPERTIES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
6. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL UNLOQ BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF UNLOQ HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL UNLOQ BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE THREE MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
THE UNLOQ SERVICES ARE NOT INTENDED TO SUPPORT ANY EMERGENCY SERVICES. NEITHER UNLOQ NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD UNLOQ HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE UNLOQ SERVICES FOR EMERGENCY SERVICES.
7.1 Terms. The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months. This Agreement will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than 30 days prior to the end of a renewal term.
7.2 Termination. Either party may terminate this Agreement for any reason upon 30 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach. UNLOQ may also suspend the UNLOQ Services immediately upon notice for cause if: (a) Customer violates (or gives UNLOQ reason to believe it has violated) any provision of the UNLOQ Acceptable Use Policy; (b) there is an unusual spike or increase in Customer’s use of the UNLOQ Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the UNLOQ Services; (c) UNLOQ determines, in its sole discretion, that its provision of any of the UNLOQ Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.
7.3 Survival. Upon termination or expiration of this Agreement, Customer’s payment obligations, the terms of this Section 7.3 and the terms of the following Sections will survive: Section 2.2 (Use of UNLOQ Services), Section 2.3 (Restrictions), Section 4 (Ownership and Confidentiality), Section 5 (Disclaimer), Section 6 (Exclusion of Damages; Limitation of Liability), Section 8 (Indemnification; Disputes) and Section 9 (General).
8. INDEMNIFICATION; DISPUTES
8.1 Indemnification by Customer. Customer will defend, indemnify and hold UNLOQ harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to Customer’s activities under this Agreement or Customer’s acts or omissions in connection with the provision of the Customer Application, including without limitation, any intellectual property claims relating to the Customer Application. UNLOQ will cooperate as fully as reasonably required in the defense of any Claim, at Customer’s expense. UNLOQ reserves the right, at Customer’s expense, to retain separate counsel for UNLOQ or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against UNLOQ in connection with any Claim. Customer will also be liable to UNLOQ for any costs and attorneys’ fees UNLOQ incurs to successfully establish or enforce its right to indemnification under this Section.
8.2 Governing Law. Except as provided in Section 8.3, this Agreement will be governed by the laws of United Kingdom, exclusive of its rules governing choice of law and conflict of laws.
9.1 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, without UNLOQ’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void.
9.2 Amendment. UNLOQ may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. UNLOQ will notify Customer not less than 5 days prior to the effective date of any such amendment and Customer’s continued use of the UNLOQ Services following the effective date of any such amendment may be relied upon by UNLOQ as Customer’s consent to any such amendment. UNLOQ’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Agreement.
9.3 Waiver. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
9.4 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. Customer does not have the authority to commit UNLOQ in any way and will not attempt to do so or imply that it has the right to do so.
9.5 Un-enforceability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
9.6 Notices. Any notice required or permitted to be given hereunder will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, by email with proof of receipt, or by overnight delivery. UNLOQ may use Customer’s current address, as provided by Customer in connection with billing and payment activities. UNLOQ’s current address may be found on its website.
9.7 Other Terms. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by UNLOQ, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
9.8 Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform. Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues more than 30 days.
9.9 Government Terms. UNLOQ provides the UNLOQ Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the UNLOQ Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The UNLOQ Services were developed fully at private expense.
10. SUPPORT AND QUESTIONS
We will provide support to you related to the UNLOQ Sites via the following methods:
• Websites (https://unloq.io)
• Email (firstname.lastname@example.org)
• Blog (https://blog.unloq.io)
For more details, please review the Support Terms. If you have any questions regarding these Terms, please contact us by email at email@example.com.
© 2018 UNLOQ Systems LTD. All rights reserved.
Last Updated 2nd of June, 2018