Updated September 22, 2021
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; and (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above. Subject to the limitations in this Section, you will defend us, our affiliates, and our respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
Neither party will have obligations or liability under this Section arising from infringement by your combinations of the Services with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use. The remedies provided in this Section are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
“In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.“
“Depending on the Service, you may share Content with us. Except as provided in this Section, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you.“
Service Offerings License:
“SugarFactoryBsc owns all rights, titles, and interests in and to the Services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Services. Except as provided in this Section, you obtain no rights under this Agreement from Nuftu to the Service Offerings, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license.“
“You will not use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use sugarfactorybsc´s Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.”
“If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.”
Term & Termination:
The term of this Agreement will start on the Effective Date and will remain in effect until terminated under this Section.
Termination for Convenience:
“You may terminate this Agreement for any reason by ceasing use of the service.”
Termination for Cause:
“By either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.”
Termination for Cause:
“By Sugarfactorybsc. may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section “Suspension”, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.”
We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we determine:
(a) your use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent.
(b) you are using the Services to distribute illegal or fraudulent or otherwise disagreeable (as determined by the sole discretion of sugarfactorybsc) content.
(c) you are in breach of this Agreement.
(d) you are in breach of your payment obligations and such breach continues for 30 days or longer.
(e) for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:
(a) you remain responsible for all Fees and charges you incur during the period of suspension.
(b) you will not be entitled to any service credits for any period of suspension.
Your Accounts. You are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you, and (b) we and our affiliates are not responsible for unauthorized access to your Account. Your Use. You will ensure that Your Use of the Services does not violate any applicable law. You are solely responsible for Your Use of the Services.
Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your Accounts, and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. Your Private Keys and Addresses. You are responsible for taking appropriate action to secure, protect and backup your Private Keys. You are aware that sugarfactorybsc cannot provide you with lost Private Keys and they cannot be restored in any way.