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CIMP Platform Terms of Service

Capitalised words and phrases are defined in the section of the document entitled "Definitions".

Filiosoft means Filiosoft, LLC (82-1296320) of 8506 E 450 S, Carthage, IN 46115, contactable on [email protected]

Customer means you or the entity that you are contracting for as authorised representative, contactable on the email used to register with the product at portal.filiosoft.cloud

1. Supply of services

Filiosoft will provide the Services described in this document to Customer in accordance with the Agreement.

2. Agreement duration

  • The Agreement will apply until it is cancelled.

3. Agreement creation

Customer agrees to the terms of the Agreement by manifesting acceptance of them using the clickwrap procedure on the Service.

4. Payment calculation

The fees payable to Filiosoft in exchange for the Services will be $45 per month.

5. Payment method

  • Filiosoft will invoice Customer for the Services rendered during the previous month.
  • Customer authorises Filiosoft to effect payment of invoices via direct debit or credit card every month.

6. Failure to pay

  • If Customer fails to pay any amount due under the Agreement on time, Filiosoft may immediately, at its discretion charge Customer interest on the overdue amount at the applicable Lawful Interest Rate; and
  • If payment is overdue for longer than 1 month, Filiosoft may suspend the provision of the Services to Customer until the overdue payment is received.

7. Confidentiality

Filiosoft will Keep Secret the Confidential Information of Customer for 5 years after the end of the Agreement and use it only for providing the Service.

Upon termination or cancellation of the Agreement, Filiosoft must return, or at the discretion of Customer destroy or delete all Confidential Information in its possession or control.

8. Setup

Filiosoft is responsible for the setup and installation of the Services.

9. Support and maintenance

Filiosoft will provide support and maintenance as follows:

Filiosoft will meet any timeframes for responding to and/or resolving requests for support set out in the service level agreement between the parties.

10. Planned interruptions

Filiosoft may interrupt the provison of the Services with planned interruptions, as set out in the service level agreement between the parties.

11. Unplanned interruptions

Filiosoft will compensate Customer for interruptions to the Service in accordance with the service level agreement between the parties.

12. Service accounts

  • Customer agrees to:
  • provide accurate and complete information to Filiosoft to establish the Account;
  • keep details used to access the Account secure and private; and
  • notify Filiosoft in the event that the Account's security is compromised in any way.
  • Customer agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by any other person.

13. App store

Filiosoft and Customer agree to the additional App Store Terms in relation to the Service.

14. Privacy

  • Filiosoft will store and use the Personal Information of Customer in accordance with Filiosoft's Privacy Policy.
  • Customer is responsible for its own compliance with privacy law. Filiosoft does not promise that any use of the Services by Customer complies with any privacy law.

15. Acceptable use

  • Customer agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
  • Customer agrees not to use the Service to communicate or store any Prohibited Information.
  • Customer agrees not to use the Service such that the use interferes with Filiosoft's ability to provide the same service to other parties.
  • The parties agree that a breach of this acceptable use clause gives Filiosoft the right to immediately suspend Customer's access to the Service until Filiosoft is reasonably satisfied that the use breaching this clause will be discontinued.

16. Posted information

Customer agrees that:

  • it is responsible for the legal consequences arising from Posted Content;
  • Filiosoft is in no way responsible for legal consequences arising from Posted Content;
  • Filiosoft may edit or remove Posted Content at its discretion; and
  • Customer promises that it will not, by posting Posted Content, infringe the intellectual property rights of any third party, or cause Filiosoft to do so.

17. Data rights

  • Ownership of the Data remains with Customer.
  • Customer provides an Expansive Licence over the Data to Filiosoft for the purpose of providing the Services and meeting any other obligations under the Agreement.

18. Data disclosure

Filiosoft will Keep Secret the Data and use it only for the purpose of providing the Services, however, it reserves the right to disclose Data to:

  • sub-contractors that work with Filiosoft to provide the Services.

19. Backup responsibility

Filiosoft performs backups of Data as follows:

Snapshot Period Stored For
Hourly snapshots 2 days
Daily snapshots 2 weeks
Weekly snapshots 2 months
Monthly snapshots 1 year

20. Intellectual property protection

  • Filiosoft reserves the right to alter any element of the Product IP at its discretion.
  • Customer agrees not to reverse engineer any part of the Product IP.
  • No licence or right is granted over any intellectual property in the Product IP unless explicitly described in the Agreement.
  • Customer does not have any right to resell or sub-licence the Product IP unless the Agreement explicitly provides otherwise.
  • If Customer provides Feedback to Filiosoft, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Filiosoft.

21. First party claim limits

The amount Customer can claim from Filiosoft in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.

22. Second party claim limits

Filiosoft is Limited To Direct Loss Claims against Customer in relation to the Agreement and Services (including for any Example Limitation Risks).

23. First party covering costs

Customer will Cover Limited Costs of Filiosoft up to an amount equal to double the money paid to Customer under the entire Agreement arising from the risks described below, to the extent such losses are caused by the conduct of Customer.

Risks from data, including: - breaches of privacy or data protection law; - breach of any law in connection with spam; - third party loss from the storage of third party data; and - an individual pursuing a right under privacy or data protection law connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from software and network, including: - digital security issues like software vulnerabilities and malware connected with conduct; - inaccessibility of software or a network connected with conduct; and - the use of software for unlawful conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from intellectual property, including: - infringement of third party intellectual property; and - any third party claim or legal action for intellectual property infringement connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from the Agreement, including: - negligence; - third party reliance on the Agreement and Services resulting from conduct; - any act or omission; - delays; and - breaches,

by Indemnifier in connection with the Agreement and Services.

24. Second party covering costs

Filiosoft will Cover Direct Losses of Customer arising from the risks described below, to the extent such losses are caused by the conduct of Filiosoft.

Risks from data, including: - breaches of privacy or data protection law; - breach of any law in connection with spam; - third party loss from the storage of third party data; and - an individual pursuing a right under privacy or data protection law connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from software and network, including: - digital security issues like software vulnerabilities and malware connected with conduct; - inaccessibility of software or a network connected with conduct; and - the use of software for unlawful conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from intellectual property, including: - infringement of third party intellectual property; and - any third party claim or legal action for intellectual property infringement connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from the Agreement, including: - negligence; - third party reliance on the Agreement and Services resulting from conduct; - any act or omission; - delays; and - breaches,

by Indemnifier in connection with the Agreement and Services.

25. Agreement changes

  • Filiosoft may change the Agreement by notifying Customer in writing or by email with 7 days notice.
  • If Customer does not agree to the Agreement changes, Customer must cease using the Services.

26. Cancellation for breach

  • Agreement can be cancelled immediately by either party if:
  • either party notifies the other party of an Agreement breach; and
  • 7 days after the breach notification, the Agreement breach is not remedied.
  • Agreement can be cancelled by either party if the other party becomes insolvent.

27. Cancellation for convenience

Either party may cancel the Agreement without giving reasons with 7 days of notice (including verbal notice).

28. Boilerplate

  • Defined words and phrases are capitalized. Clauses with defined phrases will be read in such a way that the rights and obligations described by the defined phrase are incorporated by reference into the clause.
  • The text in a defined phrase is for convenience only and is not legally effective, however, the operation of the rights and obligations in the definition of the defined phrase will be determined by the other words in the clause incorporating the defined phrase.
  • The parties submit to the exclusive jurisdiction of the courts of Hancock County, Indiana, and the governing law of the Agreement will be the law of that state.
  • The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement.
  • Customer will be liable for all duties and taxes connected with the Agreement, including any applicable sales tax.
  • The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
  • The Agreement will apply retrospectively to anything provided by Filiosoft to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.
  • The parties agree to:
    • the Boilerplate Provisions; and
    • the Interpretation Principles.

Definitions

Account, Accounts

means a digital account used by Customer for the purpose of the Services.

Agreement, Agreements

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

App

means the application mentioned in the Provision.

App Downloader

means the party in the Agreement using the mobile device application.

App Runner

means the party in the Agreement providing the mobile device application.

App Store Owner

means the owner of the application store from which Customer purchased the Service, whether that be the Apple app store, the Google Play store or another analagous application store.

App Store Terms

  • The Agreement is between App Runner and App Downloader only.
  • App Runner and not the App Store Owner is responsible for the App, and App Runner is solely responsible for:
    • support and maintenance;
    • the investigation, defence, settlement and discharge of any claim that the authorised use of the App infringes third party intellectual property rights;
    • any claim that the App fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.
  • The App Store Owner's liability to App Downloader is limited to the refund of the purchase price of the App paid by App Downloader. The App Store Owner will have no other liability to App Downloader in relation to any other claims or liabilities with respect to the App.
  • The App Store Owner is entitled to enforce the terms of the Agreement against App Downloader and App Downloader agrees to submit to the App Store Owner's legitimate enforcement.
  • App Downloader's right to use the App is non-transferable and non-sublicensable, except to the extent that the App Store Owner permits family sharing or like sharing arrangements.
  • If there is any inconsistency between the Agreement and the application usage rules set out in the App Store Owner's terms of service, the App Store Owner's terms of service will prevail to the extent of the inconsistency.
  • If App Downloader purchased the App from the Apple app store, App Downloader may only use the App on Apple branded products in accordance with the usage rules in the Apple App Store terms of service.
  • App Downloader warrants that App Downloader is not:
    • located in a country that is subject to a US Government embargo or that has been designated by the US Government as a 'terrorist supporting' country; or
    • listed on any US Government list of prohibited or restricted parties.
  • The App Store Owner may monitor App Downloader's use of the App.
  • If App Downloader uses any third party service in the course of accessing or using the App, App Downloader must comply with applicable third party terms and conditions.

Assignee, Assignees

means the party receiving ownership of the Intellectual Property Rights in the Provision.

Assignor, Assignors

means the party transferring ownership of the Intellectual Property Rights in the Provision.

Boilerplate Provisions

Entire agreement

This constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the parties regarding the subject matter.

No modifications

No modification or amendment or supplement to this agreement will be binding unless made in writing and signed by a duly authorized representative of both parties.

Counterparts

This agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile of a signed copy of this agreement or other copy made by reliable mechanical means may be relied upon as an original.

No waiver

No failure or delay on the part of any party in exercising any right or remedy provided in this agreement will operate as a waiver thereof or preclude any exercise thereof, or the exercise of any other right or remedy provided under this agreement, or otherwise available at law or in equity.

Cumulative remedies

Except if expressly provided herein, no remedy specified in this agreement is intended to be exclusive of any other remedy, and each remedy will be cumulative, in addition to every other right or remedy provided herein, or otherwise available at law or in equity.

Severance

To the extent that any term, provision or part of this agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this agreement will not be impaired or affected, and will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.

Survival

Any provision of this agreement that contemplates performance or observance subsequent to termination or expiration of this agreement (including confidentiality and data protection, limitation of liability, indemnification provisions and perpetual licenses) will survive termination or expiration of this agreement, and will continue in full force and effect thereafter.

Communication, Communications

means any contractual communication in connection with the Agreement.

Compulsory Condition, Compulsory Conditions

means any condition, warranty or guarantee that the law does not permit to be waived, limited or excluded (such as the consumer warranties under the Uniform Commercial Code, the Magnuson-Moss Warranty Act of 1975, or state law).

Confidential Information

means confidential information and proprietary information and includes all information: - disclosed by the Disclosing Party to the Recipient Party; or - which otherwise becomes known by the Recipient Party,

that could reasonably be regarded as confidential or proprietary to the Disclosing Party, its officers, directors, shareholders, members, agents, employees, customers, contractors, sub-contractors, or clientele, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, that relates to the business of Disclosing Party or its customers, regardless of whether such information is marked as “Confidential” or “Proprietary.” Such Confidential Information may include but is not limited to: - copyrights, trademarks, patents, trade secrets, know how, works of authorship, or tangible media; - technology, strategies, plans, ideas, processes, products, inventions or designs used or developed by the Disclosing Party; - trade secrets and know-how; - administrator information, passwords or pass codes; - customer lists and customer data; and - any and all other commercially-sensitive information.

Confidentiality Exception, Confidentiality Exceptions

means any exception to the Confidentiality Obligations set out in the Provision.

Confidentiality Obligation, Confidentiality Obligations

means the obligations regarding the Confidentiality Subject that are set out in the Module.

Confidentiality Period

means the Confidentiality Obligations period specified in the Provision, and if none is specified, 5 years from the end of the Agreement.

Confidentiality Purpose, Confidentiality Purposes

means the purpose for which the Recipient is allowed to use the Confidentiality Subject, as specified in the Provision.

Confidentiality Subject, Confidentiality Subjects

means the information described in the Provision, or any part of that information.

Cost, Costs

means any cost, expense, loss, damage, claim, demand, proceeding, judgment, settlement, lawyer or attorney's fees, court cost, or other liability, whether arising under contract law, tort law, legislation or otherwise.

Cover Limited Costs

Application of Indemnity

  • The Indemnities are subject to the application of any Compulsory Conditions.
  • To the fullest extent permitted by the law, the Indemnifying Party will indemnify, defend, and hold harmless the Indemnified Party and its directors, employees, agents and assigns, for all Costs claimed against or suffered by them which arise from or relate to, in whole or in part, any of the Indemnified Risks, with the exception of a loss which is caused by the sole negligence of the Indemnified Party.

Limitation of Indemnity

The Indemnifying Party will be liable for strictly no more than the Amount under the Provision, even if the aggregate liability under more than one Indemnity is higher than the Indemnity Amount.

Scope of indemnities

  • The Indemnified Party must use reasonable endeavours to mitigate any Cost that arises that is subject to an Indemnity.
  • The Indemnity will not apply to Costs that are the subject of an Indemnity Exception, to the extent of that Indemnity Exception.
  • The Indemnifying Party will and has the right to assume the defense for any Indemnity with counsel of its selection, subject to the approval of the Indemnified Party (not to be unreasonably withheld, delayed or denied).
  • In the event there is a good faith dispute concerning the Indemnifying Party’s responsibility to indemnify, the Indemnifying Party may, but is not obligated to, assume the defense of the Indemnity while reserving its rights to seek reimbursement for all expenses incurred in defending, resolving or discharging the Indemnity, so long as the grounds for reserving such rights are set forth in a writing delivered to the Indemnified Party prior to the Indemnifying Party’s assumption of the defense.
  • An Indemnified Party whose tender of defense has not been accepted after providing the obligated Indemnifying Party a reasonable opportunity to investigate the facts and circumstances underlying the Indemnity will have the right to defend and settle such Indemnification at its sole discretion without prejudice to any of its rights against the Indemnifying Party.

Separate Indemnities

Each Indemnified Risk described in the Provision will give rise to a separate indemnity in relation to that Indemnified Risk on the terms and conditions in the Module.

Indemnity Details

Any Indemnity created by the Provision: - will survive the termination of the Agreement; and - will be additional to any common law indemnification obligations and contractual damages that the Indemnified Party might otherwise be entitled to claim.

Unless otherwise stated in the Provision, the Indemnified Party and Indemnifying Party agree that the Indemnified Party may make a claim under any Indemnity before any liability is crystallized, loss sustained or cost incurred.

Data

means any data or information conveyed to the Service by Customer.

Discloser, Disclosers

means the party or parties identified in the Provision as the party to whom Confidentiality Obligations are owed.

Disclosing Party, Disclosing Parties

means the party disclosing Confidential Information under the Agreement.

Example Limitation Risk, Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from data, including: - breach of privacy or data protection law; - digital security issues like malware; - breach of any law in connection with spam; - the storage of any third party data; and - corrupted or lost data.

Risks from software and network, including: - digital security issues like software vulnerabilities; - software in a testing phase like (or analogous to) beta and alpha software; - software or network that's inaccessible for any reason; - faulty technical data created by software; - the use of software for unlawful activity; and - failure of any software, hardware or network components provided by a third party.

Risks from intellectual property, including: - risks relating to infringement of third party intellectual property; and - any third party claim or legal action for intellectual property infringement.

Risks from the Agreement, including: - negligence connected with the Agreement and its subject matter; - third party reliance on the subject matter of the agreement; - any act or omission connected with the Agreement; - any delay connected with the Agreement; and - breaches of the Agreement.

Expansive Licence, Expansive Licences

  • The Licensor grants the Licensee a license to the Intellectual Property Rights in the License Subject for the License Purpose. Unless otherwise specified in the Provision the license is:
  • irrevocable;
  • transferrable;
  • sub-licensable;
  • perpetual;
  • non-exclusive;
  • royalty free; and
  • worldwide.
  • Where there is a License Exception, the license of Intellectual Property Rights above will not apply to the subject of the License Exception.
  • The license granted above will be subject to any terms and conditions specified in the Provision.
  • Licensor warrants that the Licensee's legitimate exercise of the licensed Intellectual Property Rights for the License Purpose will not infringe the rights of any third party.

Feedback

means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.

Indemnified Party, Indemnified Parties

means the party who is indemnified under the Provision.

Indemnified Risk, Indemnified Risks

means the areas of risk or potential liability described in the Provision.

Indemnifying Party, Indemnifying Parties

means the party providing the Indemnity under the Provision.

Indemnity, Indemnities

means any indemnity, obligation of defense, or requirement to hold harmless the Indemnified Party created via the operation of the Provision, the Module and/or the operation of the law.

Indemnity Amount, Indemnity Amounts

means the cap on the Indemnifying Party's aggregate liability under any or all of the Indemnities.

Indemnity Exception, Indemnity Exceptions

means any exception described in the Provision to any Indemnity, Indemnities or Indemnified Risk.

Intellectual Property Right, Intellectual Property Rights

means, with the exception of moral rights and other inalienable rights, all right, title and interest in each of the following, in the United States and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise: - copyrights; - trademarks; - trade names, brand names or indications of source, appellation or origin; - inventions including patents, utility patents, design patents, plant patents, reissue patents, defensive publications, and statutory inventions regulations; - trade secrets, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes; - registered or unregistered inventions including patents, - mask works or integrated circuit layout designs and topography; - registered or unregistered designs; - rights in databases; - plant variety and plant breeder rights; - domain name registrations; - confidential information; - works of authorship; - tangible media; - know how; - any application for the registration of any of the above, and any rights to make such an application; - any other intellectual property as defined in Article I, Section 8, Clause 8 of the U.S. Constitution, the Copyright Act of 1976, Title 35 of the U.S. Code, the Lanham Act of 1946, Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, or any other state, federal, or international intellectual property rights rules, regulations, ordinances, statutes, codes, or laws; - any right to take action to enforce any of the above rights; and - any license from a third party to use any of the above.

Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

Parties - a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party. - any reference to a trustee includes any substituted or additional trustee.

Grammatical Forms - where a term is defined, other grammatical forms of that term will be taken to have the same meaning. - "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context. - "$" means the U.S. dollar.

Documentation - headings and tables of contents are for convenience and will not affect interpretation. - article or section references are to articles or sections of the document in which the reference is contained. - eferences to numbered articles or sections of this Agreement also refer to and include all subsections of the referenced article or section.

Language - this Agreement is intended to be interpreted in the English language. - all versions of this Agreement in any other language will be for accommodation only, and will not be binding upon the parties to this Agreement. - all communications, notices, and other documents to be made, given, or approved pursuant to this Agreement will be in the English language.

Construction - the terms and conditions of this Agreement are the result of negotiations between the parties to this Agreement. - the parties intend that this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation or drafting of this Agreement.

Rights and Obligations - a reference to a party's conduct includes omissions as well as acts. - if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute. - "may" means "has the right", but not the obligation to do something and "may not" means "does not have the right to do something". - "will" are expressions of command, not merely expressions of future intent or expectation.

Binding version of the Agreement - The Agreement version displayed on the '/tos' (or future equivalent) route of the legal.filiosoft.cloud interface will take precedence over any other version on the interface. - To the extent of any inconsistency between the version on the legal.filiosoft.cloud interface and any other embodiment of the agreement (like email), the legal.filiosoft.cloud version will take precedence.

Keep Secret

Obligation of confidentiality and non-use

  • Recipient agrees to use the Confidentiality Subject solely for the Confidentiality Purpose.
  • Recipient agrees to keep the Confidentiality Subject strictly confidential for the Confidentiality Period, and not to misappropriate, use, rely on, disseminate, disclose or communicate, in any manner, the Confidentiality Subject, except as permitted under the Agreement.

Standard of confidentiality

Recipient agrees to: - use industry standard security techniques to prevent; - immediately notify Discloser of; - comply with Discloser's reasonable instructions regarding; and - use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the Confidentiality Subject for which Recipient is responsible in whole or in part.

Permitted disclosures

  • Recipient may disclose the Confidentiality Subject to professional advisors, like lawyers and accountants, but only to the extent necessary for the Confidentiality Purpose.
  • Recipient is also permitted to disclose the Confidentiality Subject if:
  • the disclosure is necessary in order to enforce the Agreement; or
  • the disclosure is required by law or a binding order of a government agency or court, but Recipient must not make such a disclosure without first notifying Discloser and giving Discloser a reasonable opportunity to object to the disclosure;
  • it was known to Recipient before the information was imparted by Discloser;
  • it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of Recipient;
  • it is received by Recipient without restriction on disclosure or use from a third Party lawfully entitled to make the disclosure to Recipient without such restrictions;
  • it is developed by any of Recipient’s employees who have not had any direct or indirect access to, or use or knowledge of, the information imparted by Discloser; or
  • in the event Recipient is an employee of Discloser, it is disclosed by Recipient to government officials for the sole purpose of reporting illegal activities pursuant to 18 U.S.C. § 1833(b)(3)(A).
  • Recipient must comply with Discloser's reasonable requests with regard to any permitted disclosure.
  • Recipient must use reasonable endeavours to ensure any person receiving the Confidentiality Subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as the Confidentiality Obligations.

Exceptions

Where there is a Confidentiality Exception, the Confidentiality Obligations will not apply to the extent of the Confidentiality Exception.

Damages not an adequate remedy

  • The parties agree that:
  • the value of keeping the Confidentiality Subject confidential is difficult to assess; and
  • damages would not be an adequate remedy for the irreparable harm that would be caused by the Recipient's breach of the Confidentiality Obligations.
  • If Recipient actually breaches or threatens to breach the Confidentiality Obligations, Discloser will be entitled to enforce Recipient's Confidentiality Obligations by injunctive relief or specific performance, in addition to any other available remedy. The Discloser will not be required to prove actual or special damage in order to do so.

Mutual obligations

The Confidentiality Obligations may be mutual so that, if specified in the Provision, each party to the Agreement may simultaneously be a Discloser with respect to its own Confidentiality Subject and a Recipient with respect to another party's Confidentiality Subject.

Lawful Interest Rate

means the maximum lawful rate of interest chargeable in connection with the Agreement under state law, and in the absence of state law, federal law.

License Exception, License Exceptions

means the exception to the license of Intellectual Property Rights

License Purpose, License Purposes

means the purpose for using the Intellectual Property Rights specified in the Provision or, if no purpose is specified, then any purpose.

License Subject, License Subjects

means the subject(s) of the license of Intellectual Property Rights.

Licensee, Licensees

means the party to whom Intellectual Property Rights are licensed in the Provision.

Licensor, Licensors

means the party licensing the Intellectual Property Rights in the Provision.

Limitation Exception, Limitation Exceptions

means the exception to the limitation of liability in the Module that the Provision may or may not describe.

Limitation Risk, Limitation Risks

means the risks that may give rise to a claim, theory, or cause of action upon which may rest or flow potential liability described in the Provision.

Limitation Subject, Limitation Subjects

means the subject(s) of the limitation of liability in the Provision (if any).

Limited Party, Limited Parties

means the party whose ability to recover Costs is limited by the limitation of liability in the Provision.

Limited To Direct Loss Claims

Limiting Party will be liable to Limited Party for liabilities arising directly from the Limiting Party and Limited Party dealings in relation to the Limitation Subject, however, to the fullest extent permitted by law, Limiting Party excludes any liability for Consequential Loss to Limited Party in relation to any liabilities connected directly or indirectly with the Limiting Party and Limited Party dealings in relation to the Limitation Subject, including liabilities based on:

  • contract law;
  • tort law;
  • common law; or
  • legislation,

and including liabilities caused by the Limitation Risks.

Some jurisdictions do not allow the limitation or exclusion of liability for certain kinds of Consequential Loss so some of the above limitations may not apply.

Where there is a Limitation Exception, this limitation of liability does not apply to the subject of the Limitation Exception.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by Limiting Party to Limited Party under the Agreement.

Implied conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the Limiting Party and the Limited Party in respect of the Limitation Subject are excluded from the Agreement.

Limited Party deals with the Limiting Party in respect of the Limitation Subject at its own risk. To the fullest extent permitted by law, Limiting Party excludes all liability (including Consequential Loss) to Limited Party for any liabilities connected directly or indirectly with the Limited Party and Limiting Party dealings in relation to the Limitation Subject, including liabilities based on:

  • contract law;
  • tort law;
  • common law; or
  • legislation,

and including liabilities caused by the Limitation Risks.

Some jurisdictions do not allow the limitation or exclusion of liability for certain kinds of Consequential Loss so some of the above limitations may not apply.

Where there is a Limitation Exception, this limitation of liability does not apply to the subject of the Limitation Exception.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by Limiting Party to Limited Party under the Agreement.

Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the Limiting Party and the Limited Party in respect of the Limitation Subject are excluded from the Agreement.

Limiting Party, Limiting Parties

means the party relying on the limitation of liability in the Provision.

Module

means the module of terms and conditions imported with a defined phrase by the relevant Provision.

Personal Information

means any information that is categorised as "personal information" under privacy law.

Posted Content

means any content or information posted by Customer that is available to third parties.

Privacy Policy

means Filiosoft's privacy policy published at https://legal.filiosoft.cloud/filiosoft/privacy.

Product IP

means the Intellectual Property in the Service.

Prohibited Information

means information: - that could reasonably be considered racist or hate speech; - that infringes the intellectual property rights of a third party; - to harass any third party; - that is pornographic in nature; - that could reasonably be categorised as "malware"; or - that is unlawful.

Provision, Provisions

means, in relation to a particular instance of a defined phrase, the provision in the Agreement that uses the defined phrase.

Recipient, Recipients

means the party or parties identified in the Provision as owing Confidentiality Obligations to the other party or parties.

Recipient Party, Recipient Parties

means the party that receives Confidential Information from the Disclosing Party.

Service, Services

means CIMP Platform, software for conference management, provided by Filiosoft.

Transfer Exception, Transfer Exceptions

means the exception to the transfer of Intellectual Property Rights.

Transfer Intellectual Property Ownership, Transfers Intellectual Property Ownership

  • Assignor assigns all current and future Intellectual Property Rights in the Transfer Subject to Assignee.
  • The assignment is worldwide unless the Provision specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
  • Assignor warrants and represents to Assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the Assignee's legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
  • Assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
  • Where there is a Transfer Exception, the transfer of Intellectual Property Rights in the subclauses above will not apply to the subject of the Transfer Exception.

Transfer Subject, Transfer Subjects

means the subject(s) of the transfer of Intellectual Property Rights in the Provision.