Last Revised: April 22, 2015
1.1. These Terms of Service (the "Terms") constitute a legally binding agreement between you and the Cortex AG, located in Isernhagen, Germany and its subsidiaries or affiliates involved in providing the Service (together, "Cortex AG and cortexCloud"). If you are an individual, you represent and warrant that you have the legal right to enter into the Terms. If you are entering into the Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity and agree that the entity will bear full responsibility for the compliance of the entity's employees, contractors, agents, customers, and all other third parties that are granted or gain access to the Service by or on behalf of the entity (collectively, your "Users"). If you (i) are entering into the Terms on behalf of an entity and do not have authority to bind that entity; or (ii) do not accept and agree to be bound by the Terms in their entirety, then you are not permitted to access or use the Service. Your permission to access and use the Service is conditioned upon your continued and uninterrupted compliance with the Terms. The "Service" means the services Cortex AG and cortexCloud makes available through the cortex-ag.com website or Cortex AG and cortexCloud API and any other software or services offered by Cortex AG and cortexCloud in connection to any of those. You acknowledge and agree that your access to or use of the Service will indicate your acceptance of the Terms.
1.2. You may not use the Service if you are a person barred from receiving the Service under the laws of Germany or any other countries, including the country in which you are resident or from which you access and use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13.
2.1. You may be required to provide registration information and create an account (your "Account") in order to access and use the Service. All registration information that you provide must be kept accurate, current, and complete at the time you register and throughout your use of the Service. You agree to promptly update your registration information, if any information becomes inaccurate or obsolete.
2.2. You are responsible for the security of your passwords and all other credentials used for accessing your Account or the Service and for any use (authorized or unauthorized) of your Account or the Service under your passwords or credentials. If you become aware of any unauthorized use of your password, credentials, or Account, you agree to notify Cortex AG and cortexCloud immediately.
2.3. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.4. You agree not to (a) access (or attempt to access) the administrative interface of the Service by any means other than through the interfaces that are provided by Cortex AG and cortexCloud in connection with the Service, unless you have been specifically allowed to do so in a separate agreement with Cortex AG and cortexCloud, or (b) engage in any activity that interferes with, disrupts or impairs others' access to or use of the Service (or the servers and networks which are used in connection with the Service).
2.5. You agree that, for all shared plans, Cortex AG and cortexCloud has the right to intervene if activity on your database is causing performance or availability problems for other tenants on your shared infrastructure. Such interventions include, but are not limited to, creating indexes, blocking network access, or shutting down your database server.
3.1. You agree to comply with the Cortex AG and cortexCloud Acceptable Use Policy which may be revised from time to time in accordance with Section 14 of the Terms.
3.3. You agree that you bear all responsibility for and will protect the privacy and legal rights of all Users of your Applications. "Applications" means all software and services that you use or offer to your Users that access, use, interact with, or depend upon the Service. You represent and warrant that you are not a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and that you will not to store or process protected health information using the Service. You must provide legally adequate privacy notices and protection for your Users. If your Users provide you with names, passwords, or other login or personal information, you must make the users aware that the information will be available to your Application and to Cortex AG and cortexCloud.
4.1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) that you or your Users transmit, process, store, duplicated, display, or retrieve using the Service (collectively, "Your Content") is your sole responsibility. You represent and warrant that you have sufficient rights to Your Content and the use of Your Content with the Service will not violate any applicable laws or regulations.
4.2. Cortex AG and cortexCloud reserves the right (but shall have no obligation) to review, refuse, or remove any or all Content from the Service. You agree to immediately take down any Content that violates the Acceptable Use Policy including pursuant to a takedown request from Cortex AG and cortexCloud. In the event that you elect not to comply with a request from Cortex AG and cortexCloud to take down certain Content, Cortex AG and cortexCloud reserves the right to directly take down such Content or to disable the Application.
4.3. In the event that you become aware of any violation of the Acceptable Use Policy by an User of your Application, you shall immediately (i) notify Cortex AG and cortexCloud of the violation and (ii) terminate such User's access to the Service through your Application. The reinstatement of the User's access to the Service is prohibited without Cortex AG and cortexCloud's prior written consent, which shall not be unreasonably withheld. Cortex AG and cortexCloud reserves the right to disable the Application and access to the Service (including access by Users) in response to a violation or suspected violation of the Acceptable Use Policy.
4.4. You agree that you are solely responsible for (and that Cortex AG and cortexCloud has no responsibility to you or to any third party for) the Application or Your Content and for the consequences of your or your Users actions (including any loss or damage which Cortex AG and cortexCloud may suffer) as a result of such actions.
4.5. You agree that Cortex AG and cortexCloud has no responsibility or liability for the failure to store or deletion of Your Content. You further acknowledge that you are solely responsible for securing and backing up your Application and Your Content.
5.1. You acknowledge and agree that, as between you and Cortex AG and cortexCloud, Cortex AG and cortexCloud owns all rights, title and interest in and to the Service, including any intellectual property rights which subsist in the Service or any component thereof (whether those rights happen to be registered or not and wherever in the world those rights may exist).
5.2. Except as provided in Section 7, Cortex AG and cortexCloud acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under the Terms in or to Your Content or the Application that you create, submit, post, transmit or display on or through the Service, including any intellectual property rights which subsist in Your Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Cortex AG and cortexCloud, you agree that you are solely responsible for protecting and enforcing those rights and that Cortex AG and cortexCloud has no obligation to protect, enforce, or assist you in enforcing or protecting those rights. You further agree that any assistance with protecting or enforcing your rights that is provided by Cortex AG and cortexCloud at your request will be at your sole cost and expense.
6.1. Cortex AG and cortexCloud gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Service, as provided to you by Cortex AG and cortexCloud. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Cortex AG and cortexCloud, in the manner permitted by the Terms.
6.2. You will not (nor will you permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have obtained Cortex AG and cortexCloud's prior written consent or have received permission to do so through a separate written agreement with Cortex AG and cortexCloud (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the Service or any Application; (c) use the Service to create an Application that performs a malicious activity, including but not limited to spamming users, harvesting usernames and passwords, performing unauthorized scans of machines or ports or creating DoS attacks; or (d) upload or otherwise process any malicious content to or through the Service.
6.3. Unless Cortex AG and cortexCloud has given you specific and separate written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service.
6.4. Open source software licenses governing components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Cortex AG and cortexCloud for the use of the components of the Service released under an open source license.
7.1. Cortex AG and cortexCloud claims no ownership rights in or to any of Your Content or Application. You retain all copyright and any other rights you already hold in Your Content and/or Application. You hereby grant Cortex AG and cortexCloud a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute (i) all Your Content that you submit, transmit, post, process, store, or display on or through the Service, (ii) your Application, in each case, for the sole purposes of enabling Cortex AG and cortexCloud to provide you with the Service.
7.2. You agree that Cortex AG and cortexCloud, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.
8.1. Cortex AG and cortexCloud is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which Cortex AG and cortexCloud provides may change from time to time at Cortex AG and cortexCloud's sole discretion and without prior notice to you. Examples of changes to the form and nature of the Service include without limitation changes to fee, discount, and payment policies, security patches, and other enhancements, and added or discontinued pricing plans, products, and services (or functionality and features thereof).
8.2. You may discontinue your use of the Service at any time. Cortex AG and cortexCloud may, at any time, terminate your use of the Service and/or these Terms if (A) you have breached any provision of the Terms (or Cortex AG and cortexCloud reasonably believes that you do not intend to or are unable to comply with the provisions of the Terms); (B) Cortex AG and cortexCloud is required to do so by law (for example, due to a change to the law governing the provision of the Service); (C) the Service relies on data or services provided by a third party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires Cortex AG and cortexCloud to change the way Cortex AG and cortexCloud provides the data or services through the Service; (D) providing the Service could create a substantial economic burden as determined by Cortex AG and cortexCloud in its reasonable good faith judgment; (E) providing the Service could create a security risk or material technical burden as determined by Cortex AG and cortexCloud in its reasonable good faith judgment; (F) Cortex AG and cortexCloud ceases commercially offering or provisioning all or a portion of the Service; or (G) you are in arrears with respect to any payment due Cortex AG and cortexCloud under the Terms.
8.3. If Cortex AG and cortexCloud suspends or terminates your use of the Service with cause, Cortex AG and cortexCloud will make a reasonable effort to give you access to, and the ability to export, your Content and Application(s) for a reasonable amount of time. If you voluntarily discontinue your use of the Service, you are solely responsible for exporting your Content and Application(s) prior to discontinuation.
8.4. In the event of termination by either party, you are solely responsible for transferring, backing up, and removing all of Your Content from the Service. You must complete all transfer, backup, and removal of Your Content prior to your termination of the Service. Cortex AG and cortexCloud reserves the right, but is under no obligation to delete Your Content from the Service after the Service or these Terms have been terminated.
8.5. Upon any termination of the Service under Section 8, these Terms will also terminate, but Sections 5.1, 8.5, 9, 10, 11, and 15 shall continue to be effective after these Terms are terminated.
9.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT Cortex AG and cortexCloud'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
9.2. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE STATED IN THESE TERMS OR ANOTHER WRITTEN AGREEMENT BEWTEEN YOU AND Cortex AG and cortexCloud, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
9.3. Cortex AG and cortexCloud, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Cortex AG and cortexCloud, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.
10.1. SUBJECT TO SECTION 9.1 ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT Cortex AG and cortexCloud, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. EXCLUDED DAMAGES SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS.
10.2. THE LIMITATIONS ON Cortex AG and cortexCloud'S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT Cortex AG and cortexCloud HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10.3. SUBJECT TO SECTION 9.1 ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE CUMULATIVE LIABILITY OF Cortex AG and cortexCloud, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS, OR PARTNERS (COLLECTIVELY "Cortex AG and cortexCloud AND ITS PARTNERS"), FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF RELATED TO THE TERMS OR SERVICE (INCLUDING ANY PURCHASED SUBSCRIPTION SERVICES) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING UNDER CONTRACT OR TORT, EXCEED THE LESSER OF (A) THE FEES PAID BY YOU TO Cortex AG and cortexCloud FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM AND (B) FIVE THOUSAND U.S. DOLLARS ($5,000).
11.1. You agree to defend, indemnify, and hold harmless Cortex AG and cortexCloud and its Partners from and against any claim, suit, damages, judgments, losses (actual and consequential), liabilities, costs, and expenses (including reasonable attorneys' fees) of every kind of nature arising from or in any way related to a third-party claim concerning (a) your or your Users' breach of the Terms, (b) your or your Users' use of the Service, (c) your or your Users' violation of applicable laws, rules or regulations in connection with the Service, (d) your or your Users' Content or your Application; or (e) a dispute between you and any of your Users. In such a case, Cortex AG and cortexCloud will provide you with written notice of such claim, suit or action.
12.1. You agree to set up a process to respond to notices of alleged infringement that comply with the European Copyright. It is Cortex AG and cortexCloud's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.
12.2. Unless you have agreed otherwise in writing with Cortex AG and cortexCloud, nothing in the Terms gives you a right to use any of Cortex AG and cortexCloud's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
13.1. The Service may include hyperlinks to other websites, content, resources, email content, advertising, products, and other materials provided by companies or persons other than Cortex AG and cortexCloud (collectively, "Third-Party Content"). Cortex AG and cortexCloud has no control over and disclaims all responsibility for all Third-Party Content. You acknowledge and agree that Cortex AG and cortexCloud is not responsible for the availability of and does not endorse any such Third-Party Content
13.2. You acknowledge and agree that Cortex AG and cortexCloud is not liable for any loss or damage which may be incurred by you or your Users as a result of the availability of Third-Party Content, or as a result of any reliance placed by you on the completeness, accuracy or existence of any Third-Party Content.
15.1. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.
15.2. You may not assign or transfer the Terms, in whole or in part, without the Cortex AG and cortexCloud's prior written consent. Any attempted assignment or transfer in violation of this Section will be null, void, and without effect. Subject to the foregoing restrictions, the Terms shall inure to the benefit of the successors and permitted assigns of the parties.
15.3. You agree that Cortex AG and cortexCloud may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. If you have provided Cortex AG and cortexCloud with your email address, you acknowledge and agree that Cortex AG and cortexCloud may send you any notices required by law by email instead of by regular mail.
15.4. You agree that if Cortex AG and cortexCloud does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cortex AG and cortexCloud has the benefit of under any applicable law), that such inaction will not be considered or deemed a formal waiver of Cortex AG and cortexCloud's rights and that those rights or remedies will still be available to Cortex AG and cortexCloud.
15.5. Cortex AG and cortexCloud shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
15.6. The Terms, and your relationship with Cortex AG and cortexCloud under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Cortex AG and cortexCloud agree to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Cortex AG and cortexCloud shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.7. If any provision of the Terms is found to be contrary to law or public policy by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of the Terms shall continue in full force and effect. The parties shall meet and confer in good faith with respect to any provision found to be in contravention of the law or public policy in order to agree on a substitute provision.
15.8. If Cortex AG and cortexCloud provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict between the English and translated versions.
15.9. The headings in the Terms are for the convenience of reference only and have no legal effect.
This document is an adaptation of the Google App Engine Terms of Service. We have modified this original work with permission under the Creative Commons Attribution 3.0 License. Google Inc. is not connected with, does not sponsor and does not endorse Cortex AG and cortexCloud or its use of the work.