Terms of Service

Last Updated: April 25, 2017
Welcome, and thank you for your interest in Contiq, Inc. (“Contiq”) and our website at www.contiq.com (the “Site”) and other services provided by us. These Terms of Service are a legally binding contract between you (the “Customer”) and Contiq regarding your use of the Site and the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY ACCESSING THE SITE, BY CLICKING “I ACCEPT,” OR BY INSTALLING, OTHERWISE ACCESSING, OR USING THE SERVICE, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO CUSTOMER’S USE OF THE SITE OR SERVICE, AGREES TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CONTIQ’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF CUSTOMER IS NOT ELIGIBLE, OR DOES NOT AGREE TO THE TERMS, THEN CUSTOMER DOES NOT HAVE CONTIQ’S PERMISSION TO USE THE SITE OR SERVICE. CUSTOMER’S USE OF THE SITE OR SERVICE, AND CONTIQ’S PROVISION OF THE SITE OR SERVICE TO CUSTOMER, CONSTITUTES AN AGREEMENT BY CUSTOMER TO BE BOUND BY THESE TERMS.

  1. BACKGROUND
    1. Contiq is a provider of a service that allows users to access, analyze, and present sales and marketing content held throughout an enterprise, along with related services (the “Service”).
  2. SERVICE
    1. Provision of Service. Subject to these Terms, including payment of all applicable fees, Contiq will make the Service available to the Customer.
    2. Accounts and Registration. To access the Service, Customer must register for an account on the Service (“Account”). When Customer registers for an Account, Customer may be required to provide Contiq with some information about itself and the employees or other representatives of Customer who are authorized to use the Service (“Authorized Users”), including contact information for itself and such Authorized Users. Customer agrees that the information Customer provides to Contiq is accurate and that Customer will keep it accurate and up-to-date at all times. When Customer or an Authorized User registers for an Account, Customer or such Authorized User will be asked to provide a password. Customer is solely responsible for maintaining the confidentiality of such passwords, and Customer accepts responsibility for all activities that occur under Customer’s Account and the Accounts of its Authorized Users. If Customer believes that Customer’s Account or the Account of an Authorized User is no longer secure, then Customer must immediately notify Contiq at support@contiq.com.
    3. Contiq Basic. If Customer wishes to access Contiq Basic (a “Free Version”), Customer must register for an Account as set forth in Section 2.2, and follow the instructions on the account home page to sign up and begin accessing the Free Version of the Service. Customer may not allow third parties to access the Service.
    4. Contiq Professional or Contiq Enterprise. If Customer wishes to access Contiq Professional or Contiq Enterprise (each, a “Paid Version”), Customer must register for an Account as set forth in Section 2.2 and sign up to purchase the applicable Paid Version through Customer’s Account on the Service or as otherwise specified by Contiq from time to time on the Site. Customer may authorize the number of Authorized Users set forth in the order to access the Service. Authorized Users may use the Service solely for its intended purpose in accordance with these Terms. Customer shall be liable for any breach of these Terms by its Authorized Users. Customer may not allow third parties who are not Authorized Users to access the Service.
    5. Promotional Service. Contiq may, at its sole discretion, offer Customer a complimentary trial of a Paid Version of the Service (“Trial”) for thirty (30) days or such other limited term as Contiq may elect from time to time (the “Trial Period”). At the conclusion of the Trial Period, Customer will automatically receive access to Contiq Basic, or may opt to purchase access to a Paid Version of the Service by following the procedures set forth in Section 2.4. Nothing in these Terms creates any obligation for Contiq to provide Customer with a Trial of the Service.
    6. Infrastructure. Contiq may host the Service using a third party hosting service provider.
  3. FEES AND PAYMENT
    1. General Payment Terms. If Customer accesses a Paid Version of the Service, Customer shall pay Contiq the fees applicable to such Paid Version of the Service according to the payment terms set forth by Contiq in the order. All amounts paid are non-refundable.
      1. Price. Contiq reserves the right to determine pricing for the Service and change such pricing prospectively at any time. Contiq will make reasonable efforts to keep any pricing information published on the Site up to date. Contiq may change the fees for any feature of the Service, including by adding new fees or charges. Contiq will give Customer advance notice of the changes before they apply.
      2. Authorization. Customer authorizes Contiq to charge all sums for the orders that Customer makes and any version of Service customer selects as described in these Terms or published by Contiq, to the payment method specified in Customer’s Account. If Customer pays any fees with a credit card, Contiq may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover one (1) year of subscription fees.
      3. Subscription Service. The Service may include automatically recurring payments for periodic charges for Paid Versions of the Service (“Subscription”). If Customer activates a Subscription, Customer authorizes Contiq to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s Account, all fees for the Service accruing on or before the payment due date for the Subscription. Each month, Customer’s Account will be charged the monthly subscription fee set forth in the applicable order (“the Subscription Fee”). Subject to these Terms, the subscription will continue for a period of one (1) year and will renew automatically for 1 year terms, unless Customer cancels its subscription prior to the beginning of the renewal period. Customer must cancel its subscription before the renewal dates in order to avoid billing of the next Subscription Fee to Customer’s Account. Contiq will bill the Subscription Fee to the payment method Customer provides to us during registration (or to a different payment method if Customer changes its payment information). Subject to Section 9.4, Customer may cancel its Subscription by terminating Customer’s Account or contacting Contiq at support@contiq.com.
      4. Delinquent Accounts. Contiq may suspend or terminate access to the Service for any Account for which any amount is due but unpaid. In addition to the amount then due for the Service, if Customer’s Account becomes delinquent, Customer will be pay any fees or charges incurred by Contiq that are incidental to any chargeback or collection of any unpaid amount owed by Customer.
    2. Taxes. All fees are exclusive of applicable sales, excise, use and similar taxes. Customer shall pay all such taxes either directly or to Contiq, as required by applicable law or regulation.
  4. CONTENT
    1. Access to Third Party Accounts. To the extent Customer desires to use the Service in connection with materials located on Customer’s Dropbox, Box, Google Drive, or other third-party accounts (collectively, “Third Party Accounts”), Customer hereby grants Contiq permission to access the Third Party Accounts solely in connection with Contiq’s provision of the Service to Customer.
    2. Content License and Ownership. As between Customer and Contiq, Customer retains ownership of any content accessed through Customer’s Third Party Accounts or content Customer has uploaded to the Site or Service in connection with Customer’s use of the Site or Service (collectively, “Customer Content”). Subject to these Terms and solely to provide the Site or Service to the Customer, Customer grants and agrees to grant to Contiq a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, reformat, display, perform and distribute such Customer Content.
    3. Content Export Function. Contiq may make available to Customer an export function so that Customer may retrieve Customer Content stored on the Service that is under Contiq’s control, provided that Contiq may charge a reasonable fee for such additional service.
    4. Customer Content Representations and Warranties. Contiq disclaims any and all liability in connection with Customer Content. Customer is solely responsible for all Customer Content and the consequences of uploading, submitting, publishing, distributing, using or otherwise sharing Customer Content. Customer affirms, represents, and warrants that:
      1. Customer has the right to grant Contiq access to any and all Third Party Accounts Customer or its Authorized Users link to the Service;
      2. Customer is the creator and owner of the Customer Content, or has the necessary licenses, rights, consents, and permissions to authorize Contiq to exercise the licenses granted by Customer in this Section, in the manner contemplated by Contiq, the Service, and these Terms; and
      3. All Customer Content, and the use and distribution of Customer Content as contemplated by these Terms, does and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause Contiq to violate any law or regulation.
    5. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Contiq and its directors, employees, agents, suppliers, and distributors from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from a third party’s claim resulting from (a) Customer’s use of, or misuse of, the Site or Service; (b) Customer’s violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; or (c) Customer’s violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right. Contiq reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer’s indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with Contiq’s defense of those claims.
  5. PRIVACY POLICY
    1. Personal Information. If any personally-identifiable information is collected by Contiq through the use of the Site or Service, this collection shall be governed by Contiq’s scrollElement, available at here. Customer hereby agrees, on behalf of itself and its Authorized Users, to the privacy and data security practices described in Contiq’s Privacy Policy
  6. PROPRIETARY RIGHTS
    1. Ownership. Contiq shall own and hereby retains all rights, title, and interest, including all intellectual property rights, in and to the Site and Service, including all modifications, derivative works, improvements, updates and upgrades thereto, and including all content and information made available through the Site or Service (other than Customer Content as defined above). Contiq does not grant any licenses hereunder, whether express or implied, to any Contiq data, content, software, services, or intellectual property rights.
    2. Feedback. Customer hereby grants to Contiq a perpetual, irrevocable, worldwide, royalty-free, fully paid, unrestricted right and license to use and exploit any and all feedback Customer provides to Contiq regarding the features and performance of the Site or Service and any information regarding any failures, errors, or other malfunctions in the Site or Service.
    3. Use Restrictions. Customer may not, and may not permit any third party to: (i) copy, reproduce, modify, resell, mirror, frame, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Site or Service or the underlying software (except as expressly permitted by applicable law notwithstanding this restriction); (ii) use, evaluate or view the Site or Service for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Site or Service; (iii) use the Site or Service in violation of these Terms; (iv) use the Site or Service to violate any law or regulation, (v) disable, impair, disrupt, or otherwise interfere with the normal operation of the Site or Service using any means, including without limitation by transmitting malware or other harmful code to the Service or attempting to overwhelm the processing or communication resources of the Site or Service; (vi) access features of the Site or Service for which Customer has not registered; (vii) use any robot, spider, scraper, or other automated means to access the Site or Service for any purpose without Contiq’s express written permission, or bypass our robot exclusion files or other measures Contiq may use to prevent or restrict access to the Site or Service; (viii) impersonate another person or entity, or access another Customer’s Account without that Customer’s permission; (ix) enable or allow third parties (other than Authorized Users) to access the Service using Customer’s Account; (x) share passwords to the Service with any third party or encourage any other user to share his or her Service password; (xi) use the Site or Service in connection with pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content or behavior; (xii) access the Site or Service from any country or territory where the contents of the Service are illegal; (xiii) misrepresent the source, identity, or content of information transmitted via the Site or Service; (xiv) transmit any material that may infringe the intellectual property rights or other rights of third parties; (xv) use the Site or Service on behalf of any unauthorized third party; or (xvi) remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Site or Service.
  7. CONFIDENTIALITY
    1. Confidential Information. “Confidential Information” means the any and all information provided by Contiq to Customer or its Authorized users that should be understood to be confidential or proprietary based on the nature of the information, or the circumstances of its disclosure, including without limitation all code, inventions, algorithms, know-how and ideas relating thereto (whether patentable or not) to the operation of the Site and Service, and all associated documentation. Confidential Information shall not include information which is (i) generally known to the public or readily ascertainable from public sources (other than as a result of a breach of confidentiality hereunder), (ii) independently developed by Customer without reference to or reliance on any Confidential Information, as demonstrated by written records of the receiving party, or (iii) obtained from an independent third party who created or acquired such information without reference to or reliance on Confidential Information, and without breach of any obligation of confidentiality. Customer shall not disclose Confidential Information to any third party for any reason, and shall only disclose Confidential Information to its employees who have a need to know such information and are under a legally binding obligation of confidentiality. Customer shall keep and have its employees keep all Confidential Information of Contiq confidential and shall not copy or disclose the same, or authorize its employees to copy or disclose the same, except as specifically authorized by these Terms, without the prior written consent of Contiq. Customer may use Confidential Information only for the purpose of exercising its rights and performing its obligations pursuant to these Terms. Customer shall use no less than a reasonable degree of care to ensure the protection of the Confidential Information disclosed by Contiq. These Terms do not affect any nondisclosure agreements existing between the parties as of the date of these Terms.
  8. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY
    1. Warranty Disclaimer. THE SITE AND SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. CONTIQ HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS, IMPLIED, OR STATUTORY) WITH RESPECT TO THE SITE AND SERVICE AND ANY SUPPORT OR OTHER SERVICES RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. CONTIQ DOES NOT MAKE ANY WARRANTIES ABOUT THE LEGALITY OR APPROPRIATENESS OF THE SITE OR SERVICE IN COUNTRIES OUTSIDE OF THE UNITED STATES. CUSTOMER UNDERSTANDS THAT NEITHER CONTIQ NOR ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF THE SITE OR SERVICE OR SERVICE PROVIDER. CONTIQ MAKES NO WARRANTIES OR GUARANTEES REGARDING THE AVAILABILITY OF THE SERVICE OR THAT IT WILL BE SECURE OR ERROR-FREE. Customer understands and agrees that the Site and Service may contain errors and other defects, and that there is no guarantee that such errors or other defects will be corrected.
    2. Limitations of Liability. CONTIQ WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOST REVENUE, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF CONTIQ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CONTIQ FOR ALL CLAIMS UNDER OR IN ANY WAY RELATED TO THESE TERMS EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID OR OWED BY CUSTOMER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE; OR (2) $100.
  9. TERM AND TERMINATION
    1. Term. These Terms continue perpetually until terminated.
    2. Term of Service Subscription
      1. Free Version Subscription Term. Subject to Customer’s compliance with these Terms, Customer’s subscription to the Free Version of the Service continues until Customer terminates Customer’s Account.
      2. Paid Version Subscription Term. Subject to Customer’s compliance with these Terms, including payment of all applicable fees, the term of Customer’s subscription to a Paid Version of the will renew automatically as provided in Section 3.1.3 unless and until Customer cancels its subscription to the Paid Version of the Service.
    3. Termination for Breach. In the event that either party is in material breach of these Terms, and the breaching party does not cure such breach within thirty (30) days following notice of such breach from the non-breaching party, then the non-breaching party may terminate these Terms by sending written notice to the breaching party.
    4. Early Termination Fee. Except for termination by Customer as set forth in Section 9.3, all fees are non-refundable, and if Customer terminates its subscription to a Paid Version of the Service prior to the completion of the then-current subscription term, Customer shall pay Contiq an early termination fee equal to the remaining amounts payable by Customer for the then-current term within 30 days of the date of termination.
    5. Effect of Termination. Upon termination of these Terms, subject to Section 9.6 below, Customer must immediately stop using the Site and Service. Upon termination of the Terms, Sections 3 (with respect to fees accrued prior to the effective date of termination), 4.4, 4.5, 6, 7, 8, 9.4, 9.5, 9.6, 10, 12, 13, and 14 will survive and remain in effect.
    6. Access to Customer Content upon Termination or Expiration. Customer will have access to the Customer Content stored on the Service for thirty (30) days after any termination of these Terms or expiration of an applicable Subscription term for the sole purpose of copying or transferring such Customer Content off of the Service.
  10. MODIFICATION OF THE SITE, THE SERVICE, AND TERMS
    1. Modification of the Service. Contiq shall not materially decrease the functionality of the Paid Version of the Service during the Paid Version Subscription term. Notwithstanding the foregoing, Contiq reserves the right to modify the Site or Service at any time (including by limiting or discontinuing certain features of the Site or Service), temporarily or permanently, without providing notice to Customer. Subject to this Section 10.1, Contiq will have no liability for any change to the Site or Service or any suspension or termination of Customer’s access to or use of the Site or Service.
    2. Modification of these Terms. Contiq reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Customer’s rights or obligations, Customer may be required to accept the modified Terms in order to continue to use the Site or Service. Material modifications are effective upon Customer’s acceptance of the modified Terms. Immaterial modifications are effective upon publication.
  11. PUBLICITY
    1. Customer agrees that Contiq may include the name, logo, and success stories of Customer on Contiq’s website, press releases, promotional and sales literature, and advertising materials.
  12. ASSIGNMENT
    1. Either party may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under these Terms without obtaining the other party’s prior written consent. Any assignment in contravention of this section shall be void.
  13. GOVERNING LAW AND VENUE
    1. These Terms are governed by the laws of the State of California (excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). Further, the parties agree that any claim or cause of action under or relating to these Terms will be brought in the state or federal courts located in Santa Clara County, California, United States and the parties agree to submit to the exclusive personal jurisdiction of such courts.
  14. GENERAL
    1. Independent Contractor. In performing under these Terms, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.
    2. Contact Information. The Site and Service are offered by Contiq, Inc., located at 1735 Technology Dr., STE 770, San Jose, CA 95110. Customer may contact Contiq by sending correspondence to that address or by emailing Contiq at info@contiq.com.
    3. Force Majeure. Contiq will not be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond Contiq’s control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure or degradation of the public Internet, power outages, labor disputes or governmental demands or restrictions.
    4. Consent to Electronic Communications. By using the Site or Service, Customer consent to receiving certain electronic communications from Contiq as further described in Contiq’s Privacy Policy. Customer agrees that any notices, agreements, disclosures, or other communications that Contiq send to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
    5. Miscellaneous. These Terms constitute the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms. Nothing contained in any other document, except payment terms and conditions specified by Contiq in an order, will in any way modify these Terms or add any additional terms or conditions. If any provision of these Terms, or the application thereof, is for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original will be substituted and the remaining provisions of these Terms will be interpreted so as best to reasonably effect its original intent. No delay or omission by a party to exercise any right or power occurring upon any breach or default by the other party with respect to any of these Terms impairs any such right or power or be construed to be a waiver thereof.
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