Latest update May 29, 2017
Thank you for choosing GLUON for your business. When you use our products and services (whether from the site or from a third party website hosting Gluon software) you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations.
GLUON provides mobile back-end as a service services designed specifically to convey traffic between apps (mobile, desktop, embedded) and back-end or cloud systems. Additionally GLUON offers some common application services such as but not limited to data synchronization, notification, authentication etc. Gluon CloudLink products and services are described at http://docs.gluonhq.com/cloudlink/ and are called further in the ToS “Gluon CloudLink”
These Terms of Service (“Agreement”) apply to any use of and access to Gluon CloudLink by you and your Affiliates. By accessing or using the Gluon CloudLink, you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Gluon CloudLink.
This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.
1. General terms
Agreement. This Agreement is a binding legal agreement between you and the applicable GLUON Entity (“GLUON”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and GLUON are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms.
This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial.
Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last email address that you have provide us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. We encourage you to periodically review the Terms to stay informed. If you continue using the Gluon CloudLink after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing legal@gluonhq.com. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement that’s posted on our Website. The legend at the top of the Agreement indicates when it was last changed.
2. Gluon CloudLink
Access and Service Levels. GLUON will make the Services to which you have subscribed available to you, subject to the terms and conditions of this
Agreement. During the Subscription Term, the Software Services will meet the service levels specified in the chosen Subscription package. The uptime requirement will be measured over each consecutive (12) month period ending on the anniversary of the commencement data. The uptime metric percentage will be calculated based on a fraction (total-nonexcluded-excluded)/(total-excluded). Total means the total numbers of minutes in the measurement period. Nonexcluded means downtime during measurement period that is not excluded. Excluded means downtime or performance issues caused by any of the following: scheduled maintenance, force majeur, overall internet congestion, slowdown or unavailability, suspension of termination of service by GLUON pursuant to the Agreement, or your equipment or third party telecommunications network or infrastructure not under control of GLUON
Changes to Gluon CloudLink. Notwithstanding Section above, we reserve the right to suspend any Services (a) during planned downtime (b) in connection with a Force Majeure event, or (c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Gluon CLoudLink, we’ll notify you within the Gluon CloudLink documentation or by sending you an email, provided you have given a valid email address. Notwithstanding the above, we have no obligation to update or enhance any Service or to produce or release new versions of any Services.
Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply GLUON’s endorsement of or affiliation with the provider. GLUON has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting GLUON to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
3. Your responsibility
Restrictions on Use. You and your Affiliates will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (ix) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, GLUON grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. GLUON reserves the right to revoke these permissions at any time and without notice.
Cardholder Data. You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and Affiliates will comply with PCI DSS anytime the Services are used to process credit cards.
User Names and Passwords. GLUON may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of GLUON. You, and not GLUON, are responsible for any use or misuse of user names or passwords associated with your account.
4. Fees and payments
Software Services Fees. Fees for the subscribed Software Services (“Subscription Fees”) are set forth on our website.
Payment Terms. You agree to pay GLUON the Subscription Fees and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Fees must be paid in advance of each billing period. You will provide GLUON with valid and updated credit card information or another form of payment acceptable to GLUON. If you provide credit card information, you represent that you are authorized to use the card and you authorize GLUON to charge the card for all payments hereunder. By submitting payment information, you authorize GLUON to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by GLUON for purposes of acknowledging or completing any payment.
Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 2.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by GLUON within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and GLUON will be entitled to either suspend the Services or terminate the Agreement.
Changes in Fees. Upon notice to you, GLUON may increase any fees specified in an Order Form, provided the increase will not become effective until the expiration of the current Subscription Term. GLUON may increase any fees that are not specified in an Order Form at any time, with or without notice to you.
Payment Errors. If you believe a payment has been processed in error, you must provide written notice to GLUON within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by GLUON within such thirty (30) day period, the payment will be deemed final.
Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If GLUON is legally required to pay or collect any Taxes on your behalf, GLUON will invoice you and you will pay the invoiced amount. For clarity, GLUON will be solely responsible for taxes assessed on GLUON based on its income.
5. Intellectual property rights
GLUON Intellectual Property. GLUON owns all right, title and interest in and to the Services, the GLUON Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, GLUON reserves all rights, title and interest in and to the Services, the GLUON Data and Aggregated Data, including, without limitation, all related intellectual property rights. GLUON’s service marks, logos and product and service names, including, without limitation, are owned by GLUON. You agree not to display or use any GLUON Marks in any manner without GLUON’s express prior written permission.
License Grant to You. Subject to the terms and conditions of this Agreement, GLUON hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by GLUON in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement
License Grant to GLUON. You hereby grant to GLUON and its affiliates a worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free license (a) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or GLUON’s business.
“Aggregated Data” means anonymized, aggregated data derived by or through the operation of the Services that is created by or on behalf of GLUON and that does not reveal any personally identifying information.
6. Confidential information
A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section will restrict GLUON with respect to GLUON Data or Aggregated Data.
“Confidential Information” means (a) any software utilized by GLUON in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
7. Data ownership and use
Your Data. As between you and GLUON, you own all right, title and interest in Your Data. Only Your Data for the purposes of providing, improving and developing GLUON’s products and services and/or complementary products and services of our partners can be used at meta-level.
Aggregated Data. GLUON may consult Aggregated Data. You agree that nothing in this Agreement will prohibit GLUON from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users. The aggregated data maybe use for product improvement, dimensioning, …
Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree to that you have read and accept our Privacy Policy.
8. Term, termination and suspension
Term. Unless otherwise specified in an Order Form, the term of this Agreement will be month to month (“Subscription Term”). The Subscription Term commences on the Effective Date and will automatically renew on a monthly basis until either Party terminates in accordance with this Agreement. Either Party may terminate the Agreement at any time, for any reason or no reason, by providing notice to the other Party at least thirty (30) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
Termination for Cause. GLUON may terminate this Agreement, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section, in addition to other amounts you may owe GLUON, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to GLUON for the period prior to the effective date of termination.
Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, GLUON will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.
Upon request by you within thirty (30) days following termination of this Agreement, and provided that you have paid GLUON all amounts owed under this Agreement and provided that you agree with the cost estimate to export all your data and pay upfront, GLUON will make Your Data available through export. After such thirty (30) day period, GLUON will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require GLUON’s assistance in retrieving Your Data, additional fees may apply..
Right to Terminate or Suspend Services. We may suspend or terminate the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to GLUON or any third party, or (b) that we are required to do so by law.
9. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLUON AND ITS PARTNERS, SUPPLIERS, OR DISTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. GLUON AND ITS PARTNERS, SUPPLIERS, OR DISTRIBUTORS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH GLUON AND ITS PARTNERS, SUPPLIERS, OR DISTRIBUTORS AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “GLUON PARTIES”).
10. Indemnification
You agree to indemnify, defend, and hold harmless GLUON AND ITS PARTNERS, SUPPLIERS, AND DISTRIBUTORS from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
11. Applicable law
This agreement is governed by Belgian Law. All legal disputes are to be addressed at the Leuven court house. If you have any dispute with GLUON arising out of or relating to this Agreement, you agree to notify GLUON in writing with a brief, written description of the dispute and your contact information, and GLUON will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND GLUON, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION above WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND GLUON AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the Belgium Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures
Contact
GLUON can be contacted at legal@gluonhq.com.
GLUON address is Industrieweg 3, 3001 Heverlee, Belgium
