Terms of Service

These Terms of Service (or “AGREEMENT”) is a legal agreement between AuriQ Systems, Inc. (“AuriQ”) and You (“CUSTOMER”). This Agreement governs Your use of AuriQ’s Software and Services (“Service”). Please read these terms carefully. BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ARE AGREEING TO THESE TERMS.

1. DEFINITIONS

“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

“Customer” means the person, organization, or company using the Service.

“Customer Data” means all information that you submit or collect via the Subscription Service.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

“Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Service” means all of our cloud based software, tools and platforms that we make available to you, and are operated, and maintained by us, accessbile via http://auriq.com or another designated URL, and any ancillary products and services that we provide to you.

“Subscription Term” means the initial term of your subscription to the applicable Subscription Service and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

2. NONEXCLUSIVE LICENSE. Subject to the terms of this Agreement, AuriQ grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Service, for the sole purpose of performing data processing operations on data owned by the Licensee. Customer has no right to receive any source code or design documentation relating to the Service. AuriQ retains ownership of all proprietary material including software and documentation.Licensee shall not (i) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Service, (ii) modify or create any derivative work of the Service, or (iii) delete, alter, add to or fail to reproduce in and on any software any copyright or other notices appearing in or on any copy, media or package materials provided by AuriQ.

3. FEES. The Service is provided without charge to You for up to 30 days for any free trial, at the conclusion of which you must choose your subscription level and term. AuriQ may change its fees and payment policies for the Service from time to time. The changes to the fees or payment policies are effective upon Your acceptance of those changes which will be posted on our website and sent via email to active Service Customers. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys’ fees) incurred by AuriQ will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your Service account.

4. INDEMNIFICATION. You agree to indemnify, hold harmless and defend AuriQ and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceedings, and suits brought against AuriQ or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by AuriQ or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, AuriQ will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. AuriQ reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

5. THIRD PARTIES. If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party , (b) as between the Third Party and You, the Third Party owns any rights to their Data in the applicable account, and (c) You shall not disclose Third Party’s Data to any other party without the Third Party’s consent.

You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. AuriQ and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to AuriQ and its wholly owned subsidiaries, the Software or the Output, or use thereof. You agree to indemnify, hold harmless and defend AuriQ and its wholly owned subsidiaries, at Your expense, against any and all thirdparty claims, actions, proceedings, and suits brought against AuriQ or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by AuriQ, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Software or Outputs to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Software, Service or Outputs; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Software or Outputs.

6. DISCLAIMER OF WARRANTIES. The information and services included in or available through the Service may include inaccuracies or typographical errors. AuriQ and/or its respective suppliers may make improvements and/or changes in the Service at any time, with or without notice. AuriQ Systems does not represent or warrant that the Service be error-free, that defects will be corrected, or that the Software are free of viruses or other harmful components. AuriQ does not warrant or represent that the use of the Service or the Outputs will be correct, accurate, timely or otherwise reliable. You specifically agree that AuriQ and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the data.

THE SERVICE IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY AURIQ SYSTEMS AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, THE DOCUMENTATION AND OUTPUTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. AURIQ SYSTEMS DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. AURIQ SYSTEMS AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF AURIQ SYSTEMS AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

AuriQ (and its wholly owned subsidiaries’) total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $500.

8. PROPRIETARY RIGHTS NOTICE. The Service and all intellectual property rights are, and shall remain, the property of AuriQ (and its wholly owned subsidiaries). All rights in and to the Service not expressly granted to You in this Agreement are hereby expressly reserved and retained by AuriQ and its licensors without restriction, including, without limitation, AuriQ (and its wholly owned subsidiaries’) right to sole ownership of the software and documentation. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of AuriQ; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with AuriQ (or its wholly owned subsidiaries) other than in the name of AuriQ (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

9. TERM and TERMINATION. Either party to the Agreement may terminate it at any time and for any reason.

10. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES. AuriQ reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, by posting
the new agreement to the site located at www.auriq.com/terms (or such other URL as AuriQ may provide). You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of AuriQ, (ii) You accept updated terms online, or (iii) You continue to use the Service after AuriQ has posted updates to the Agreement or to any policy governing the Service.

11. MISCELLANEOUS; APPLICABLE LAW AND VENUE. AuriQ shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. Any notices to AuriQ Systems must be sent to: AuriQ Systems Inc., 199 S. Los Robles Ave., Suite 440, Pasadena, CA 91101, USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without AuriQ Systems’ prior written consent, and any such attempt is void. The relationship between AuriQ Systems and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

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