AskLytics - Website Terms of Use

Revision: 2016-01-01

1. Acceptance of the Terms of Use

The following terms and conditions, together with any referenced documents (collectively, "Terms of Use") are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and AskLytics, Inc (“AskLytics”, “Company”, “we”, “us” and “our”). The Terms of Use apply to AskLytics’s Website (as defined below).

IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU.   YOU ACCEPT THESE TERMS OF USE BY  (1) ACCESSING OR USING THE WEBSITE, (2) INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THESE TERMS OF USE.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE. 

The term “Website” means AskLytics public websites, including without limitation those found at the following URLs: www.asklytics.com; community.asklytics.com; wiki.asklytics.com; partners.asklytics.com; and developer.asklytics.com. The term “Website” does not include the AskLytics Products (as defined below) regardless of the domain name used to access such AskLytics Products.

The Website provides several types of resources, including one or more of the following: areas to interact with the Website and the user community such as message boards, chat rooms, forums, bulletin boards, training modules, user ratings, user reviews, and other related interactive and social features (collectively, the “Community Services”); information, software, text, displays, images, video, audio recordings, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof, except that provided expressly and conspicuously under a third‑party license (collectively, the “Website Content”); product specifications and product documentation (collectively, “Documentation”); software such as application program interfaces, update sets, development tools, code snippets and sample code, not including Apps (defined below), published by AskLytics to permit customization and configuration of AskLytics Products (collectively, “Development Tools”); and non‑production instances of the AskLytics Products (“Non‑Production Instances”). Your right to use of the Website, including Community Services, Website Content, Documentation, Development Tools and Non‑Production Instances, is subject to and conditioned on your acceptance of these Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. All material changes apply prospectively only. Changes to the dispute resolution procedures set forth in the section titled Governing Law and Jurisdiction shall not apply to disputes for which the parties had actual notice as of the date the change was posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.  When accepted by you, the revised Terms of Use automatically revoke any license or other rights that we granted to you under the prior version.

Personally identifiable information collected about you by this Website is treated in accordance with the Privacy Policy, which is hereby incorporated into these Terms of Use by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must exit the Website.

Access

We reserve the right to terminate or modify the Website including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Website.

Accounts

To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Website, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a user name, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify AskLytics of any unauthorized use of your user name or password or any other breach of security. You must logout from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. AskLytics has the absolute right to disable any user name or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.

AskLytics Products

The “Website” does not include AskLytics Products. “AskLytics Product” means the AskLytics platform and any AskLytics applications or subscription services, including those customarily provided by us only to our paying customers, along with professional services, support, and maintenance, and any other products or services offered for sale by AskLytics.  AskLytics Products do not include Non‑Production Instances or Apps (as defined below). You must purchase access to AskLytics Products pursuant to a separate subscription or other agreement with AskLytics (“Subscription Agreement”).

2. Use of the Website

Posting

You and other third‑party users of the Website may be permitted to post, submit, contribute, publish, display, make a available or transmit to others (hereinafter, "post") content, materials or hosted applications (collectively, "User Contributions" and together with contributions officially posted by AskLytics, “Contributions”) on or through the Website. Posting permits our customers, partners, developers, prospective customers, employees and other interested parties to share information, exchange ideas, expertise and experience, ask questions, provide solutions, share technology advances and obtain product information. To foster a vibrant, thriving, and friendly community, we may enforce standards for appropriate content and prohibit uses antithetical to the intended community environment. User Contributions are considered non‑confidential and non‑proprietary, and you hereby grant to AskLytics a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Contributions that you post for any purpose. We are under no obligation to post or use any User Contributions, and reserve the right to edit or remove User Contributions that violate these Terms of Use in our sole discretion.

To the extent you have purchased support rights under your Subscription Agreement, do not use Community Services for the escalation of support issues.  Contact AskLytics Support as provided in your Subscription Agreement.

You are solely responsible for any User Contribution that you post, including its legality, reliability, accuracy and appropriateness. AskLytics is not responsible for (and has no liability with respect to) any User Contribution. You represent and warrant that you own or control all rights in and to the User Contributions that you post and have the right to grant AskLytics and its affiliates the license granted above. You represent and warrant that all of your User Contributions do and will comply with these Terms of Use, and you agree to defend, indemnify and hold AskLytics and its affiliates and licensors harmless for any breach of that representation and warranty. Opinions expressed in User Contributions are those of the party posting the User Contribution and do not necessarily reflect the opinion of AskLytics.

Code of Conduct

You agree to comply with the following code of conduct in your use of the Website:

Prohibited Uses

You agree not to access or use the Website in any manner:

Notification of Violation. 

If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you must immediately notify AskLytics via e‑mail to info@asklytics.com.

AskLytics Disclaimer.

We may, but are under no obligation to, monitor or censor comments made by users or content provided by contributors and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third‑party users and we disclaim any and all liability relating thereto.

3. Non-Production Instances

AskLytics may provide you with temporary access to a non‑production instance of the AskLytics Products upon your request to the Website (each a “Non‑Production Instance”). Unless subject to a separate click‑accept agreement at the time of registration, access to and use of any and all Non‑Production Instances shall be governed by these Terms of Use, including without limitation the intellectual property and limitation of liability sections herein. If a click‑accept agreement is made available to you at the time of registration for access to AskLytics services or products, then in the event of any conflict between that agreement and these Terms of Use, that agreement shall supersede these Terms of Use to the extent of the conflict.

Subject to compliance with these Terms of Use, AskLytics authorizes you to access and use the Non‑Production Instance solely for your own internal use to evaluate the AskLytics Products. AskLytics may update, upgrade, add or remove plugins and functionality, and otherwise modify the Non‑Production Instance in its sole discretion without notice to you. Access to AskLytics technical support resources is not provided with a Non‑Production Instance.

You may not use the Non‑Production Instance with production data or to provide services to others, including services of implementation, customization or configuration of the Subscription Service.  You may not transfer, sublicense, distribute or otherwise provide third parties access to any applications, integrations or other material that you develop using the Non‑Production Instance.  If you need to access the Subscription Service on a production basis or to provide services or develop Apps for others, please contact AskLytics to discuss commercial offerings.

THE NON‑PRODUCTION INSTANCE AND OTHER ASKLYTICS CORE TECHNOLOGY (AS DEFINED BELOW) ARE PROVIDED TO YOU UNDER THIS AGREEMENT AT YOUR OWN RISK AND “AS‑IS” WITHOUT WARRANTY OF ANY KIND. You shall input only non‑sensitive, non‑production data into the Non‑Production Instance. AskLytics shall have no obligation or liability for or with respect to an Non‑Production Instance, including without limitation: warranty, support, reliability, backup, performance or service level, refund, service credits, loss of use or loss of data.

You shall treat your login credentials to, and the contents of (with the exception of data inserted by you), the Non‑Production Instance as confidential information and shall not disclose it to any third party. You agree to provide any required disclosures to and obtain any required consents for the transfer of your data to AskLytics in connection with your use of the Non‑Production Instance. AskLytics shall not be responsible for compliance with any laws applicable to you and your industry that are not generally applicable to information technology service providers. You agree that AskLytics may collect, use and disclose quantitative data derived from the use of the Non‑Production Instance for industry analysis, benchmarking, analytics, marketing, and other business purposes.  All data collected, used, and disclosed regarding your use of a Non‑Production Instance will be either in aggregate form or masked of all identifying information using de-identifying techniques.

6. Intellectual Property

Website

The Website in its entirety including the, Website Content and is owned by AskLytics or our licensors and is protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of AskLytics. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without AskLytics’s express prior written consent or except as expressly provided in these Terms of Use.

AskLytics Core Technology

As between AskLytics and you, all rights, title, and interest in and to all intellectual property rights in the AskLytics Core Technology are owned exclusively by AskLytics notwithstanding any other provision in these Terms of Use. Except as otherwise expressly provided in these Terms of Use, AskLytics reserves all rights in the AskLytics Core Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “AskLytics Core Technology” means: (a) the Non‑Production Instance, Development Tools, Documentation and AskLytics technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.

User Technology

As between you and AskLytics, you shall retain all rights, title, and interest in and to its intellectual property rights in the electronic data uploaded by you (excluding AskLytics Core Technology), and User Technology. You hereby grant to AskLytics a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Technology or data uploaded by you in the Non‑Production Instance solely for the purpose of providing the Non‑Production Instance to you. As used herein, “User Technology” means software, methodologies, templates, business processes, documentation or other material authored, invented or otherwise created or licensed (other than by or from AskLytics) by you using or for use with the Non‑Production Instance, excluding the AskLytics Core Technology.

AskLytics Trademarks

AskLytics,  service marks and all related, logos, product and service names, designs and slogans are trademarks or service marks of AskLytics or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

Development Tools

Development Tools available for download are the copyrighted works of AskLytics and/or third‑party providers. Subject to these Terms of Use, we grant you a limited, revocable, non‑transferable, non‑exclusive and non‑sublicenseable license to reproduce and use the Development Tools for your own internal business use, solely to evaluate AskLytics Products. If there are license terms accompanying any specific Development Tool, such accompanying license terms shall control over these Terms of Use. AskLytics has no obligation to provide support services for, or updates to, the Development Tools.

If you use Development Tools to create software that communicates or otherwise interoperates with the AskLytics Products, you agree that such software will exclusively use the AskLytics APIs provided with the Development Tools to communicate with the AskLytics Products. You agree that such software shall not circumvent these APIs or otherwise use APIs that diminish AskLytics’s ability to isolate errors when providing customer support. Development Tools are proprietary information of AskLytics.  You shall not distribute Development Tools to any third party and will not use the Development Tools to develop any software product that is operable apart from the AskLytics platform.

Documentation

The Documentation available on the Website is the copyrighted work of AskLytics and/or third‑party providers. Subject to these Terms of Use, we grant you a limited, revocable, non‑transferable, non‑exclusive and non‑sublicenseable license to make a reasonable number of copies of the Documentation for your internal business use in connection with your separately authorized use of AskLytics Products. No right to sublicense or distribute the Documentation is granted herein.

User Contributions

No rights are granted to you with respect to User Contributions (not including Apps, which are treated as described above) other than the limited, personal, non‑exclusive license to reproduce User Contributions as necessary to display the User Contributions on a machine that you use to interact with the Website.

Third Party Content

Third‑party materials and free and open source software (not including Apps) (“FOSS”) provided by us to you may be accompanied by licensing terms, in which case such licensing terms shall govern your use of that third‑party software or FOSS. Mention of third parties and third‑party products in any materials, advertising, promotions or coupons provided to you is for informational purposes only and constituters neither an endorsement nor a recommendation. All third‑party product specifications and descriptions are supplied by the respective vendor or supplier, and AskLytics shall have no responsibility with regard to the selection, performance or use of such vendors or products. To the extent you access or use such software, all understandings, agreements or warranties, if any, shall be directly between the vendor and you.

Restrictions

No right, title or interest in or to the Website including Website Content and Contributions or AskLytics Core Technology, is transferred to you.  

There are no implied licenses under these Terms of Use.  AskLytics reserves all rights not expressly granted to you herein.  Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

AskLytics Core Technology is licensed and not sold even if for convenience AskLytics makes reference to words such as sale or purchase.

You shall not (and shall not permit others to) do any do any of the following with respect to the Website or AskLytics Core Technology: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or time share it or otherwise make any of it available for access by third parties, including any derivative works of AskLytics Core Technology irrespective of which party authors such derivative works;  (b) use it on a production basis or with production data or use it to provide services to others including services of implementation, customization or configuration of the Subscription Service; (c) disassemble, decompile or reverse engineer it, particularly for the purpose of developing any product or services competitive with the Subscription Service generally; (d) subject to the preceding clause, use or access it for the purpose of developing products or service competitive with the platform component of the Subscription Service (competitive applications, however, are permitted); (e) copy, create derivative works of, or otherwise modify it, except as expressly permitted hereunder; (f) disrupt its security, integrity or operation; (g) remove or modify a copyright or other proprietary rights notice in it; (h) use it to reproduce, distribute, display, store, transmit or use material or content protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (i) use it to damage the property of another; (j) use it in any manner which violates any applicable law or regulation; (k) use it in a manner that temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any AskLytics or third‑party data, software or network (not including modifications to the Configurable Elements or any data uploaded into the Subscription Service by Participant) without authorization; (l) use it to create, use, send, store or run viruses or other harmful computer code; (m) use it in any manner that disables, hacks or interferes with any security, digital signing, digital rights management, verification or authentication mechanisms; or (n) use it in any manner that, in AskLytics’s reasonable judgment, circumvents the ordinary use or operation of the Subscription Service or APIs, disrupts AskLytics’s pricing structure or ability to provide services or support to Customers, or allows any party to access AskLytics Technology in excess of such party’s authorized or normally intended use.

Before Participant exercises any of the foregoing actions that Participant believes it is entitled to based on mandatory law, Participant shall provide AskLytics with thirty (30) days prior written notice at legal@asklytics.com, or, if applicable law or the relevant court order allows for more than (30) days, the maximum amount of notice allowable, or, if applicable law or the relevant court order does not allow for thirty (30) days’ notice, the maximum amount of notice allowable, and provide all reasonably requested information to allow AskLytics to assess Participant’s claim and, at AskLytics’s sole discretion, to provide alternatives that reduce any adverse impact on AskLytics’s intellectual property or other rights.

Please contact AskLytics if you need to make use of AskLytics Core Technology that is not permitted under these Terms of Use.   Partner programs and commercial end user agreements may be available to meet your needs.

If you enter into a separate agreement with AskLytics that provides additional or different license terms with respect to AskLytics Core Technology, including a Subscription Agreement, Developer Agreement, or Technology Partner Agreement, then the terms of that separate agreement shall control over these Terms of Use with respect to such AskLytics Core Technology.

 

7. Linking

Linking to the Website

You may link to our homepage or any other page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice. The Website or any part of the website must not be framed on any other site. You must not establish a link from any website that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from advertisers, including banner advertisements. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third‑party websites linked to this Website, you do so entirely at your own risk and subject to the applicable terms and conditions of use for such websites.

8. Monitoring, Enforcement and Feedback

AskLytics has the right but not the obligation to:

Without limiting the foregoing, AskLytics has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD ASKLYTICS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ASKLYTICS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ASKLYTICS OR LAW ENFORCEMENT AUTHORITIES.

AskLytics can neither review all material before it is posted on the Website nor ensure prompt removal of objectionable material after it has been posted and assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

Feedback & Suggestions

Direct feedback, comments, suggestions, requests for support and other communications relating to the Website to: info@asklytics.com.  AskLytics shall have a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, any feedback, and suggestions for improvements or enhancements to the Website and the AskLytics Products.

9. Legal Considerations

Confidentiality

You agree that the configuration and information contained in a Non‑Production Instance, Apps and any information provided to you in connection with a AskLytics event will be considered and referred to as “AskLytics Confidential Information”). Notwithstanding the foregoing, AskLytics Confidential Information shall not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by us; (c) information that is independently developed by you without the use of any AskLytics Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third‑party software and/or documentation provided to you by us and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.

Unless otherwise expressly agreed or permitted in writing by AskLytics, you agree not to disclose, publish, or disseminate any AskLytics Confidential Information to anyone. You agree not to use AskLytics Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of AskLytics in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of AskLytics Confidential Information. You acknowledge that unauthorized disclosure or use of AskLytics Confidential Information could cause irreparable harm and significant injury to AskLytics that may be difficult to ascertain. Accordingly, you agree that we will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies we may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose AskLytics Confidential Information, you may make such disclosure, but only if you have notified us before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as AskLytics Confidential Information.

Paid Content

Certain parts of the Website may grant you access to certain proprietary content (including, without limitation, training modules, video presentations and audio recordings) that we may make available to you from time to time for a separate fee (“Paid Content”). Paid Content shall be considered AskLytics Confidential Information, unless otherwise agreed or permitted in writing by AskLytics. You may not share the Paid Content with anyone, including, without limitation, employees and contractors working for the same entity as you. Subject to these terms and conditions, we grant you a non‑exclusive, non‑transferable, personal license to access and use the Paid Content upon your purchase, provided that you may only download one (1) copy of the Paid Content and such download must be completed within the time period specified by us for such download. Except as expressly permitted by us, you shall not modify, translate, reproduce, distribute, or create derivative works of the Paid Content or any part thereof. You shall not sell, sublicense, rent, lease, loan, assign or otherwise transfer any rights in the Paid Content. We and/or our licensor(s) retain ownership of the Paid Content itself and any copies or portions thereof. The Paid Content is licensed, not sold, to you by us for use only under this Agreement, and we reserve all rights not expressly granted to you. Your rights under this license to use and access the Paid Content will terminate automatically without notice from AskLytics if you fail to comply with any of these provisions.

Copyright Infringement

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification (a “DCMA Notice”) to our copyright agent (designated below) in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”)

Our designated Copyright Agent to receive DMCA Notices is:

AskLytics, Inc.
Attn: Legal Department, Copyright Agent
764 San Aleso Ave, Sunnyvale, CA 95085, USA
Copy to legal@asklytics.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter‑notification with us by submitting written notification to our copyright agent (identified above) pursuant to the DMCA.

It is the policy of AskLytics to terminate the user accounts of infringers.

Regional Legal Considerations

The owner of the Website is based in the state of California in the United States. The Website can be accessed from countries around the world.  Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Access to the Website from territories where the Website or any of its services or products are illegal is prohibited. You acknowledge that you remain responsible at all times for your compliance with U.S. and all applicable export and related statutes and regulations.

Disclaimer of Warranties

AskLytics cannot and does not promise or warrant that any aspect of the Website, including the Community Services, Documentation, Development Tools, Store, Apps, or any other Website Content is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti‑virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  ASKLYTICS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL‑OF‑SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

AS BETWEEN YOU AND ASKLYTICS, YOUR USE OF THE WEBSITE AND NON‑PRODUCTION INSTANCES, INCLUDING COMMUNITY SERVICES, USER CONTRIBUTIONS, APPS, DEVELOPMENT TOOLS, DOCUMENTATION AND ANY OTHER WEBSITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING THE WEBSITE CONTENT, NON‑PRODUCTION INSTANCES AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, ARE PROVIDED TO YOU BY ASKLYTICS ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ASKLYTICS NOR ANY PERSON ASSOCIATED WITH ASKLYTICS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ASKLYTICS NOR ANYONE ASSOCIATED WITH ASKLYTICS REPRESENTS OR WARRANTS THAT THE WEBSITE, INCLUDING THE WEBSITE CONTENT OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE, WILL BE ACCURATE, RELIABLE, ERROR‑FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ASKLYTICS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE, THE WEBSITE CONTENT, NON‑PRODUCTION INSTANCES OR ANY SERVICES OR ITEMS OBTAIN THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON‑INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOU MAY RECEIVE WARRANTIES FROM THE CONTRIBUTOR OF AN APP PURSUANT TO THE APP CONDITIONS UNDER WHICH SUCH APP IS PROVIDED TO YOU; HOWEVER, ASKLYTICS SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO SUCH WARRANTIES OR ANY OTHER TERM IN THE APP CONDITIONS.

Limitation of Liability

EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL ASKLYTICS, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, INCLUDING ANY COMMUNITY SERVICES, NON‑PRODUCTION INSTANCE, USER CONTRIBUTIONS, APPS, WEBSITE CONTENT OR SERVICES OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees and other costs of defense) resulting from your violation of these Terms of Use or your use of the Website, user data, Development Tools and Non‑Production Instances (including anything that you develop using the Development Tools and Non‑Production Instances), including, without limitation, any use of the Website's content, unpaid tax liability, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website. We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing.  You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You shall have no obligation to indemnify AskLytics against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by the AskLytics Products (independent of your App or other products or services of yours).

Export Restrictions

You may not access, download, use or export materials posted to the Website in violation of U.S. export laws or regulations or in violation of any other applicable export or import laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority.

You acknowledge that the Non‑Production Instances, Apps, Documentation and Development Tools are subject to the U.S. Export Administration Regulations (the “EAR”) and you shall comply with the EAR. Without limiting the foregoing, you represent and warrant that: (a) you are not located in, and shall not use the Documentation and Development Tools from, any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria); (b) you shall not use the Documentation and Development Tools in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) you are not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws that may impact your right to import, export or use the Documentation and Development Tools.

U.S. Government Rights

All AskLytics software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227‑7014(a)(1) for defense agency purchases. If the software is licensed or the services are acquired by or on behalf of a civilian agency, We provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, we provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as specified in DFARS 227.7202‑3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227‑7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.

Waiver and Severability

No waiver of these Terms of Use by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Third Party Beneficiaries

There are no third‑party beneficiaries to these Terms of Use.

Classification of Website and AskLytics Products

In the event of a dispute, the categorization of any subject matter as either the Website or a AskLytics Product shall be made by AskLytics in its sole discretion, and AskLytics may reclassify as a AskLytics Product subject matter previously included in the Website.

Termination

AskLytics may terminate these Terms of Use at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate.  Notwithstanding the termination of these Terms of Use for any reason, Sections 6 (Intellectual Property) and 9 (Legal Considerations) herein shall survive.

Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non‑contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of California in the United States without giving effect to any choice or conflict of laws provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the Sunnyvale, California although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You hereby irrevocably waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.  For the avoidance of doubt, these Terms of Use do not supersede any Subscription Agreement or other agreement pursuant to which you have been granted the right to use or access a AskLytics Product, except to the extent that these Terms of Use provide that Apps or other Website Content are not subject to warranty or entitled to support, service credits, refunds, or other service entitlements under a Subscription Agreement.