As a user of iKnode, you agree to the following terms and conditions and any policies or amendments that may be presented to you from time to time (collectively, the “Terms”).
Structum, Inc. (“Structum”) provides cloud application services to you in the form of iKnode Service, and other services that may from time to time be offered, provided that you are of legal age and standing to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.
In order to access iKnode services, you may be required to provide current and accurate identification, including a valid email address, and other information as part of the registration process or use of iKnode services. You are responsible for maintaining the confidentiality and security of your account and password, and are responsible for all activities that occur under your account. Structum cannot and will not be liable for your failure to comply with this security obligation.
You agree that you are responsible for the conduct of the applications, and other service activity (“Service Activity”) that you manage, run, and/or operate through or via the use of iKnode services and such conduct shall be only for purposes that are legal, proper and in accordance with the provisions of the iKnode Acceptable Use Policy.
You agree to immediately discontinue any use of iKnode Services that violates the Acceptable Use Policy. Structum reserves the right (but shall have no obligation) to take actions necessary to discontinue, disable, or otherwise take-down any use of iKnode Services that do not adhere to the Acceptable Use Policy. You further acknowledge that you are solely responsible for maintaining and backing up any data, code, or applications that iKnode Services may access or interact with.
You agree that you will not engage in any activity that interferes with or disrupts iKnode Services or servers or networks connected to iKnode Services and that you will access iKnode Services only through the interfaces and commands generally made available by iKnode Services unless otherwise provided for under a separate agreement.
Users outside of the United States agree to comply with their own local rules regarding online conduct, including laws regulating the export of data to and from the United States or your country of residence.
- A valid credit card is required for paying accounts.
- Billing will be on a monthly basis and is non-refundable, unless otherwise noted on the pricing policies for iKnode Services.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
- For usage-based plans such as iKnode Services, you will be billed for the applicable activity and as described in the appropriate iKnode pricing page, not including any free time offered as part of the trial period. Charges are solely based on Structum’s measurements of your usage, unless otherwise agreed to in writing.
- For monthly subscriptions, if offered, if you initially sign up for a paying plan, and you don’t cancel that account within the free trial period, you will be billed monthly starting on the first day after the end of the trial period.
- You will not be charged if you cancel prior to the processing of your first invoice on that first day after the trial period.
- Any upgrade or downgrade in plan level will be charged at the new rate on your next billing cycle. No refunds or credits are provided for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- Downgrading a subscription plan may cause the loss of features or diminished capacity of your account. Structum does not accept any liability for such loss.
- Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You are responsible for paying all reasonable expenses and attorney’s fees Structum incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at the discretion of Structum and only in the form of credit for iKnode Services.
- Structum may change its fees and payment policies for the service by notifying you at least thirty (30) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website for iKnode Services (or such other URL as Structum may provide from time to time).
Structum claims no ownership or control over any data or processes sent, received, submitted, run, or otherwise processed by you via iKnode Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any code you send, receive, run, submit, or process. By using iKnode Services, you give Structum a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, publicly perform, and distribute such applications and code for the sole purpose and only to the extent necessary to enable Structum to provide you with iKnode Services.
You agree that Structum may make reasonable use of your name, logos, domain names and other distinctive brand features in presentations, marketing materials, and website listings for the purpose of advertising or publicizing your use of iKnode Services. Such use shall be in accordance with any trademark guidelines you may have in place.
Structum grants you a personal, worldwide, non-transferable, and non-exclusive right and license to use iKnode Services subject to these Terms; provided that you or any third party enabled by you do not copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right to iKnode Services or Structum intellectual property.
You acknowledge and agree that iKnode Services and any necessary software used in connection with the services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties.
Structum grants you a limited, non-exclusive, royalty-free, non-transferable license to display the Structum trademarks and/or logos in reasonable (and good-looking) manner for the expressed purpose of promoting or advertising that you use iKnode services, provided the use in accordance with Structum’s current Trademark Guidelines, if any. You agree that all goodwill generated through your use of the Structum Marks shall inure to the benefit of Structum. Structum reserves the right to purchase beers or similar beverages on your behalf for your benefit for such display at such time and manner as Structum may choose, doubly so if you make reference to this clause.
You agree not to resell any iKnode Service or provide unauthorized access to any iKnode Service unless specifically authorized in a separate written agreement.
You may discontinue your use of iKnode Services at any time. If you cancel iKnode Services under a monthly plan before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. Usage-based plans will be billed for as long as services are being incurred.
You agree that Structum may at any time and for any reason terminate your access to iKnode Service, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to iKnode Services, your account or any project links or other content contained in your account. Sections 6 (Termination), 7 (Indemnity), 8 (Disclaimer of Warranties), 9 (Limitations of Liability), 10 (Exclusions and Limitations) and 13 (General Information), of the Terms, shall survive expiration or termination.
You agree to hold harmless and indemnify Structum, and its subsidiaries, affiliates, officers, directors, agents, employees, advertisers, licensors, suppliers, or partners from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of iKnode Services, (c) your violation of applicable laws, rules or regulations in connection with iKnode Services, or (d) your messages or code, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Structum will provide you with written notice of such claim, suit, or action.
Except as expressly set forth in this Agreement, Structum, and its subsidiaries and affiliates and its licensors, makes no express or implied warranties of any kind with respect to iKnode Services including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose. The site and service provided on an “AS IS” and “AS AVAILABLE” basis. The entire risk as to the quality and performance of the user of iKnode Services is with you. Structum does not warrant that iKnode Service will meet your expectations or requirements or that the service will be uninterrupted, timely, or error-free including any errors or omissions in the provision iKnode Services.
In no event shall Structum be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages, under common law or statute, arising out of or related to this Agreement or iKnode Services in any causes of action of any kind, whether arising in tort, contract, or otherwise (even if Structum has been advised of the possibility of such damages), including, without limitation, loss of revenues, profits, goodwill, use, data, or other intangible losses, resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute services; (iii) unauthorized access to or alteration of your servers or data; (v) or any other matter relating to the service.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this terms and conditions. In the event a jurisdiction does not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability, only the above limitations which are lawful in your jurisdiction will apply to you and our liability will limited to the maximum extent permitted by law.
We may update these Terms in the future and we may choose to provide you with notices, including changes to the Terms, by email, regular mail, or postings regarding iKnode Services. You will be able to find the most current version of this agreement at the Term section of the iKnode website. By providing Structum with your email address, you consent to our using this email address to send you any notices required by law in lieu of communication by postal mail.
- Applicable Law. These Terms represent the complete agreement concerning subject matter hereof. The Terms and the relationship between you and Structum shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Structum agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Orange, California.
- No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
- Waiver and Severability of Terms. The failure of Structum to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of this contract is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
- Force Majeure. Structum 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.
- Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of iKnode Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Disclosure of Information. Structum may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Structum shall not be liable for any use or disclosure of such information by such third parties. Structum reserves the right to discontinue the provision of iKnode Services to you for any late payments.
