Terms of Service

Last Modified: 5/26/2018

Welcome to Contelize.com (together with the services available therein, the "Site") and any web applications or mobile application and tools we may offer (together with the Site, the "Service"). The following Terms of Service ("Terms") are a legally binding contract between you and Locki, Inc., a Delaware corporation ("Company", "us", or "we"), which owns and operates the Service.

If you do not agree to be bound by all of these Terms in full, you may not access or use the Service. In addition, certain areas of the Service may be subject to additional Terms of Service that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms of Service applicable to such areas. In the event that any of the additional Terms of Service governing such area conflict with these Terms, the additional terms will control.

These Terms may be modified or replaced at any time. You agree to be bound by the most recent version of the Terms posted on the Site.

1. Eligibility Requirements

  1. You represent that you have the capacity to be bound by these Terms, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity. In order to determine your compliance with these Terms, we may monitor your access and use of our Services in accordance with our Privacy Policy.

  2. By using our Services, you represent that you are at least 18 years old. Persons who are at least 13 years of age but under the age of 18 may only use our Services with legal parental or guardian consent. Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms.

2. Repository Services

  1. The Service allows users to sync certain software code products through third party repositories and perform certain actions to that code.

  2. If you use the service by integrating with a third party integrator, the service may rely on third party application programming interface ("API") functionality that may require you to have an active account with a designated and approved third party (the "Third Party Account") which will enable you to make an account with the Site (the "User Account"). The Services may become inaccessible without an active Third Party Account. Further, changes made to your Third Party Account may affect your ability to access a content of your files. In addition, and in the Company’s sole discretion, the Service may be made available without a Third Party Account.

  3. You may upload content to your User Account, if applicable, by installing the Service's appropriate application to your Third Party Account. The Services will download the contents of the integrated repositories to your User Account through the API. The Service may also provide alternative methods for uploading content.

  4. Under no circumstance will Company be responsible for any content lost due to (i) your modification of your Third Party Account, (ii) network errors, or (iii) any changes to any third party’s services.

3. Use of the Service

  1. Company reserves the right to modify or discontinue the Service (or any feature thereof), at any time and without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Company, except for those belonging to third parties, which are used with permission.

  2. Your right to access and use our Services is personal to you (or the entity you represent) and is not transferable by you to any other person or entity. Access to our Services may not be available in all locations. You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of these Terms and the Privacy Policy. Any action by you that, in our sole discretion: (i) violates the terms and conditions of these Terms and/or the Privacy Policy; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use our Services.

  3. You acknowledge and agree that standard carrier data charges may apply to your use of any mobile application.

  4. The rights granted to you in these Terms are subject to the following restrictions:

    1. you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services;

    2. you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services;

    3. you shall not access the Site or Services in order to build a similar or competitive Service;

    4. except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;

    5. you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission;

    6. you will not take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;

    7. you will not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature; and

    8. you will not violate the Terms of Service or any other similar such contractual relationship with GitHub or any other third party that provides integration with the Services.

4. No Affiliation or Endorsement

  1. Company is not affiliated with GitHub in any way. Under no circumstance shall any use of the Services, constitute an affiliation, endorsement, or sponsorship of any kind. GitHub intellectual property is used strictly in accordance with applicable law. All rights are reserved by their respective owners.

  2. Company has no affiliation with, and does not endorse or sponsor, any content hosted by third parties on, or made available through, the Services, unless specified otherwise on the Services.

5. Proprietary Rights

  1. As between Company and you, Company or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Company.

  2. Company’s names, graphics, videos, logos, page headers, button icons, scripts, and service names, including "Contelize", are our trademarks or trade dress in the United States and/or other countries (collectively, the "Proprietary Marks"), are owned by Company. You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners.

6. Subscription to the Service

  1. We offer subscription access to the Service at the price listed on the registration, signup, or pricing page of the Site, with such price billed automatically on the indicated interval (each such interval a "Term") to the credit card or payment information you have on file with Company (the "Subscription"). The Subscription price and terms may change from time to time as listed on our website.

  2. By purchasing a Subscription, you agree to pay in full all fees (whether initial or recurring) indicated on the Site's pricing page. You Subscription pricing may adjust automatically based upon your usage, as explained on the pricing page. Your Subscription will automatically renew for successive terms equal to the first Term. You authorize Company to charge your credit card or other payment information for all Subscription fees. Subscriptions may be billed through the use of third party payment processing services ("Processors") utilized by Company. The Company and the Processors may receive updated credit card information from your credit card issuer or bank.

  3. You may cancel your User Account and Subscription at any time by following the instructions in Company. The Company may cancel your User Account and Subscription at any time and without notice pursuant to these Terms. Upon such cancellation, (i) your obligations under the subscription will cease and no further payment will be due by you, and (ii) no refunds shall be due for previous payments.

  4. The Company reserves the right to refuse to provide a User Account or Subscription to any person for any reason.

  5. All prices posted on the Site are in United States denominations and subject to change without notice, unless otherwise expressly indicated.

7. Interruption of Service

  1. Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take.

  2. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services at any time in our sole discretion and without prior notice.

  3. You agree that we will not be liable to you or to any third party for any interruption, modification, suspension, or discontinuance of the Site or Services or any part thereof.

8. Export Controls

  1. The Services are subject to applicable U.S. export control laws and economic sanctions regulations. In using the Services, integrating with our third party applications, or downloading any other software we may provide, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Services or the software, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or our other aspects of our Services or the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer any such software or other aspect of our Service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of our Site, the Services, and any software if you become placed on any such list or under the control of or an agent for any entity placed on such a list.

9. Limitation of Damages; No warranties

  1. In no event will Company or its owners, shareholders, officers, directors employees, or affiliates (collectively, "Affiliates") be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the Service or any of its features, even if Company has been advised of the possibility of such damages. You agree to use the Service solely at your own risk.

  2. The Service is provided by Company without any warranties of any kind, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, integration, accuracy, or quality. You acknowledge and agree that Company may not meet your requirements or expectations, may not run properly or efficiently on your device, and may not be free of bugs or defects.

  3. Without limiting any of the foregoing, Company will not be responsible for any inability to access or utilize any content you have uploaded to or synched with the Service.

10. Indemnification

  1. You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Company and its Affiliates from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of these Terms of Service or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Without limiting the generality of this section, you specifically acknowledge that your defense, indemnification, and hold harmless obligations hereunder shall extend to any claim by GitHub or any other applicable third party.

  2. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

11. Miscellaneous

  1. We reserve the right to update, amend or replace these Terms at any time in our sole discretion and without notice by changing this document. The date on which the Terms were last updated will be noted at the top of the Terms.

  2. If any portion of the Terms is deemed unlawful, void or unenforceable by any court of competent jurisdiction, the Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the Terms that is unlawful, void or unenforceable shall be stricken.

  3. The failure of any party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed in writing by the other party.

  4. If you have questions, comments, concerns or feedback regarding the Terms or our Services, please contact us at [email protected].