TERMS OF USE FOR THE VUE STOREFRONT CONSOLE

1. INTRODUCTION
   Welcome and thank you for using the Alokai Console (“Console”).
   Access and use of the Console is governed by and subject to these Terms of Use and the Privacy Policy (http://vuestorefront.io/privacy-policy-console) (together, the “Terms”). These Terms constitute a binding legal agreement by and between Customer and Alokai Inc. and its subsidiaries and affiliates (“Company”, “we”, “us”, “our”) (each referred to as a “Party” and collectively, the “Parties”).
   By accessing and using the Console, Customer agrees to be bound by these Terms.
   If Customer does not wish to be bound by these Terms, Customer should not access or use the Console.
   **** The provisions of this Terms of Use, which are surrounded by asterisks, are to let Customer know that these terms are important. ****
   **** This Terms of Use requires that any disputes between Company and Customer will be resolved by binding arbitration. Please see Section 17 (Dispute Resolution) for further details. ****
   
2. DEFINED TERMS
   All defined terms in these Terms of Use with initial capital letters have the meaning as set forth in this Section 2 (Defined Terms), unless defined elsewhere in these Terms of Use. “Section” means a section of these Terms of Use. The singular meaning of a defined term will have the same meaning as the plural meaning and visa versa.
   “Account” means an account created by Organization Owner and Members to access and use the Console.
   “Analytical Data” means analytics data, and other information and data volunteered by Customer or collected automatically through Customer's use of our Console.
   “Company Content” means any information, materials, graphics, links, images, pictures, information or data, Infographics, in whatever arrangement or form, we make available to Customer through our Console.
   “Customer”, “you”, “your” means an entity that has entered into an agreement with Company for the provisioning of the Company’s hosting services, and includes their Users.
   “Customer Content” means any information, materials, and/or Data, in any form or arrangement, provided to the Console by Customer or Customer’s devices, systems, networks or cloud services.
   “Customer Website” means Customer’s website that is hosted by Company. “Data” means Personal Data and Analytical Data.
   “Feedback” means any comments, suggestions, concepts, ideas, or the like for improving, enhancing, or otherwise modifying Company’s products or services, regardless of the method of communication.
   “Force Majeure Event” means a default or delay in the performance of either Party’s obligations under these Terms (“Non-Performing Party”), if such default or delay occurs beyond the control of the Non-Performing Party, including but not limited to, caused by any one or more of the following events: (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, tsunami, other potential disasters, catastrophes, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, insurrection, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the effective date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, lockouts, labor disturbances or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) pandemics, epidemics and any associated quarantine or shelter-in-place orders or similar orders.
   “Infographics” means any reports, tables, graphs, charts, and the like generated using the Console, as a result of any queries made by use of the Analytics Data.
   “Member” means Personnel that are invited to access and use the Console by the Organization Owner, and where there can be more than one member designated for a Customer.
   “Organization Owner” means a single Personnel that is the administrator of the Console, has various permission rights including inviting Members to access and use the Console.
   “Password” means a User’s password used to access the Console.
   “Personal Data” means any of Customer’s personal information, including Usernames and Passcodes for each of their Users.
   “Personnel” means an employee, consultant, or independent contractor of Customer.
   “Third Party Claims” means third party claims, actions, and demands, in each case including any related liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees).
   “Username” means a User’s email address used to access the Console. “Users” means collectively Organization Owner and Members.
   
3. OBLIGATIONS
   Customer agrees that the Users are acting on their behalf when the Users access and use the Console.
   Customer will be responsible and liable for ensuring that the Users are using the Console correctly.
   Customer will be responsible and liable for the actions, activities, and omissions of their Users, including, but not limited to, access to and use of the Console in accordance with the Terms, breach of the Terms, and compliance with applicable laws and regulations, including, without limitation, any privacy laws.
   If it comes to Company’s attention and/or Company learns that Customer is violating any of the Terms, we will take appropriate measures to enforce our rights, including, but not limited to, terminating Customer’s access and use of our Console.
   

4. ACCOUNT
   In order to access and use the Console, each User must create an Account, that includes a Username and Password. Each User has the obligation to keep their Username and Password secure and confidential, and not allow anyone else to use their Username and Password. A User should not register for more than one Account, register an Account on behalf of someone else, or transfer their Account to another person or entity.

   Customer agrees to promptly notify Company by email of any unauthorized use, suspected unauthorized use of any of your User’s Accounts, any other breach of security, or if we need to deactivate or terminate any of your User’s Accounts.

   The Organization Owner will be responsible for deleting any Accounts of any Member who no longer works for Customer.

   **** To the maximum extent allowed by applicable law, Company is not responsible or liable for any loss or activity that results from any one or more of the following: (a) the unauthorized use of any of your User’s Accounts; (b) any security issues due to your User’s access to, use of or setting changes (made by any User) in the Console; and (c) any User’s access to the Console, who is no longer part of your organization. ****
   

5. RIGHTS COMPANY GRANTS TO CUSTOMER
   Company grants Customer a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, worldwide right to access and use our Console (the “Customer’s Right to Use”). Customer’s Right to Use is for the sole purpose of letting Customer use our Console for internal business purposes, and permitted as specified in these Terms. Customer’s Right to Use will remain in effect until and unless Customer’s Right to Use is terminated by Company or Customer.
   Customer’s Right to Use will apply to our Console as modified, supplemented, updated, and otherwise altered, from time to time, at our sole discretion. Please note that the Console may be unavailable during any time that it is updated.
   All rights not expressly granted to Customer are expressly reserved by Company.
   

6. RIGHTS CUSTOMER GRANTS TO COMPANY
   Customer grants Company a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, distribute, display, and perform Customer Content only as necessary for Company to provide Customer with access to and use of the Console (“License”).

   Customer agrees that this License includes the right for us to use Customer Content (a) to improve the Console, including features and functionality, provide support for the Console, and develop new products and services; (b) to comply with requests that are legal in nature (e.g., subpoenas, court orders, legal process, law enforcement requests, legal claims, or government inquiries, and to protect and defend the rights, interests, safety, and security of our Console, our affiliates, users, or the public); and (c) in connection with a sale, merger, acquisition, or other business transfer.

   Further, Customer also agrees that this License includes the right for Company: to allow the Console to use the processor, bandwidth, and storage hardware on Customer’s devices, systems, network or cloud services in order to facilitate the operation of the Console.

   Customer grants to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, license, sublicense, distribute, disclose, transmit, publicly display, publicly perform, modify, create derivative works of, translate, reformat, and incorporate Customer’s Feedback into Company’s products and services. During the term of these Terms of Use, and any time period thereafter (i.e. in perpetuity), Company will (a) have no obligation to (i) report on any uses of Customer’s Feedback; (ii) keep Customer’s Feedback secret, (iii) compensate or credit Customer in any way regarding Customer’s Feedback, or (iv) be required to restrict publishing or disclosure of Customer’s Feedback; and (b) be entitled to profit from, disclose, publish, or otherwise exploit Customer’s Feedback in any way that Company deems appropriate.

   *** Subject to these Terms and all applicable laws, Customer retains any and all rights which may exist in Customer Content and Customer’s Feedback. ***
   

7. PROHIBITED USES OF OUR CONSOLE
   Customer may use our Console only for lawful purposes and in accordance with these Terms. Company reserves the right, in our sole discretion, to determine whether Customer has violated this Section 7 (Prohibited Uses of Our Console). Customer agrees not to:
1. Interfere with or attempt to interfere with the proper working of the Console, disrupt, tamper with, breach or attempt to probe, scan, test or damage any part of the Console, or any networks, computer, or servers connected to the Console, attack the Console via a denial-of-service attack or a distributed denial-of-service attack, or bypass any measures we may use to prevent or restrict access to the Console;
   
2. 
   Make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, or create any derivative works of the Console or any content included therein, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Console or any derivative works thereof;
   
3. 
   Use automated scripts to collect information from or otherwise interact with the Console;
   
4. 
   Use the Console for any commercial or unauthorized purpose, including but not limited to: (a) distributing, licensing, transferring, marketing, renting, leasing, or selling, in whole or in part, any of the Console or any derivative works thereof; (b) unauthorized advertising, solicitations, contests, sweepstakes, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes;” (d) incorporating the Console or any portion thereof, into any other program or product; (e) linking to, referencing or otherwise promoting commercial products or services;
   
5. 
   Impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with us, our employees, another user, or any other person or entity;
   
6. 
   Use our Console in a manner that may create a conflict of interest or undermine the purposes of the Console, such as trading reviews with other users or writing or soliciting fake reviews;
   
7. 
   Provide us with any private information about or from any third party, including, but not limited to, email addresses, number and feature in a personal identity document (e.g. social security numbers or passport numbers), unless authorized by the third party and in accordance with our policies.
   We reserve the right, at any time, without notice, to terminate or suspend Customer’s access to and use of our Console, at our discretion, for any reason, pursuant to Section 12 (Term and Termination).
   
8. OWNERSHIP
   The Console, along with all Content and other materials therein, including, without limitation, our logos, trademarks, service marks and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof, including any copies thereof, are the property of Company and/or our licensors (as applicable), and are protected by U.S. and international patent law, copyright law, trade secret law, trademark law, and all other proprietary rights.
   Any trademarks, service marks, graphics, logos, and other marks and indicators of source or origin, used in connection with the Console, are our trade names, trademarks, or registered trademarks (collectively “Company Marks''). Other parties’ trademarks, service marks, graphics, and logos used in connection with the Console, are the trademarks or registered trademarks of their respective owners (collectively “Third Party Marks”). Nothing contained in the Console should be construed as a license or right to use any Company Marks or Third Party Marks displayed on the Console. Customer may not use, copy, modify, or disable any of the Company Marks or Third Party Marks appearing on the Console without our express written permission or the express written permission of the owner.
   The Console is not sold or transferred to Customer. Company and our licensors (as applicable) retain ownership of all copies of the Console even after installation or use on Customer’s devices, systems, networks, or cloud services.
   
9. WARRANTY DISCLAIMERS
   **** To the extent permitted by applicable law, Company disclaims any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, course of performance or dealing, usage of trade, or non-infringement of third party rights.
   ****The Console, including any materials, information, software, facilities, services, Content, features, and other elements of the Console, is provided on an “as-is” basis and “as available” basis. Customer’s use of the Console is at Customer’s own risk. ****
   **** While the Console has been compiled in good faith, Company makes no warranty or representation and disclaims all responsibility and liability for any one or more of the following: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the Console; (b) any harm to Customer’s devices, systems, networks, or cloud services, loss of data, or other harm that results from Customer’s access to or use of the Console; (c) the deletion of, or the failure to store or transmit, any content and other communications maintained by the Console; (d) whether the Console will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis; and (e) any defects or errors in the Console will be corrected. Further, Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of any third party products made available through the use of the Console, if any. ****
   **** Company makes no representation or warranty that Customer Website will work after any settings have been implemented and/or changed in the Console by Customer. ****
   **** This Section 9 (Warranty Disclaimers) applies to the fullest extent permitted by applicable law. ****
   
10. INDEMNIFICATION
    Customer will defend and indemnify Company, their directors, officers, and employees, from or against any and all Third Party Claims insofar as such Third Party Claims allege or relate to or arise from one or more of the following: (a) Customer’s misuse of the Console; (b) Customer’s violation of these Terms; (c) Customer’s gross negligent or willful acts or omissions; (d) Customer’s unfair and deceptive acts or practices; (e) Customer’s violation of applicable laws or regulations, including privacy laws; and (f) the infringement of any intellectual property rights or other rights of any third party of Customer Content.
    Company will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it. Company reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Company, and Customer agrees to cooperate with Company’s defense of these claims. Customer agrees not to settle any matter without Company’s prior written consent.
    
11. LIMITATION OF LIABILITY
    **** To the extent permitted by law, in no event will we be liable for (a) any damages, including, but not limited to, direct, indirect, incidental, special, consequential or punitive damages, arising out of, resulting from, caused by, or in connection with your use of the Console or any information or Content contained as part of the Console, (b) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Console, whether an action alleging such damages is brought in contract, negligence, tort, or otherwise. ****
    **** In no event will our total liability under any and all causes of action on a cumulative basis exceed one thousand dollars ($1,000.00 USD). ****
    **** The exclusions and limitations set forth herein are fundamental elements of the basis for the bargain between us and you. ****
    
12. TERM AND TERMINATION
    These Terms commence and are binding on the first date the Organization Owner accessed and used the Console. Any Member may terminate their access and use of the Console by having the Organization Owner delete their Account at any time, for any reason. If Customer desires to terminate their access and use of the Console, Customer will notify Company and Company will terminate Customer’s access and use of the Console.
    Company may suspend or terminate Customer’s access and use of the Console, at any time, for any or no reason, including, but not limited to, if Company reasonably believe: (a) Customer has violated these Terms in any manner, including but not limited to, using the Console in a manner not authorized by these Terms; (b) due to unlawful conduct; (c) Customer created risk or possible legal exposure to Company; or (d) Company’s provisioning of the Console to Customer is no longer commercially viable.
    After terminating or suspending Customer’s access to and use of the Services, Company will notify Customer and provide the reason(s) for such termination or suspension.
    These Terms will continue to apply to Customer until Customer’s access and use of the Services have been terminated.
    To the fullest extent permitted under applicable law, if Company or Customer terminate Customer’s access to and use of the Console, Customer agrees that Company will not have any liability or responsibility to Customer or any third party.
    Upon termination of Customer’s access to and use of the Console, these Terms of Use will terminate, except that the following provisions that will continue to apply to Company and Customer: Section 6, 4th paragraph (Rights Customer Grants To Company); Section 8 (Ownership); Section 9 (Warranty
    Disclaimers); Section 10 (Indemnification); Section 11 (Limitation of Liability); Section 12, 3rd and 4th Paragraphs (Term and Termination); Section 13 (Governing Law); Section 14 (Integration); Section 15 (Severability); Section 17 (Dispute Resolution); Section 19 (Changes to Terms); and any other provisions that by their nature shall survive termination of this Terms of Use.
    
13. GOVERNING LAW
    These Terms and any dispute or claim arising out of, resulting from, caused by and/or related to, its subject matter, or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state which has venue and jurisdiction, without reference to its conflicts of laws and choice of law rules or principles. The Parties irrevocably agree that the California Superior Court of San Francisco County, California, will have exclusive venue and jurisdiction to adjudicate and settle any dispute or claim arising out of, resulting from, caused by, and/or related to these Terms, its subject matter, or its formation (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.
    
14. INTEGRATION
    These Terms contain the full understanding of the Parties with respect to the specific subject matter and supersedes and cancels all other previous agreements, negotiations, commitments, discussions, and warranties, whether oral or in writing, with respect to such subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in these Terms. Nothing in this Section 14 (Integration) purports to limit or exclude any liability for fraud. In the event of any inconsistency between the provisions set forth in the Terms of Use, and the Privacy Policy, the following order of precedence governs: (a) first, the Privacy Policy, and (b) second, the Terms of Use.
    
15. SEVERABILITY
    If any provision of these Terms is declared void or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms, and the remainder of these Terms shall otherwise remain in full force and effect as permitted by applicable law.
    
16. CUSTOMER SUPPORT
    
    For general customer support, or assistance with access to and use of the Console ("Customer Support Queries"), please email us at support@platform.vuestorefront.io. We will use reasonable efforts to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame, and/or that we will be able to answer any such queries.
    
17. DISPUTE RESOLUTION
    We are confident our customer service department can resolve most concerns quickly and to your satisfaction. Please contact Support by email at support@platform.vuestorefront.io.
    After an informal dispute resolution process, Company and you agree that any remaining dispute, claim, or controversy between you and Company arising in connection with or relating in any way to these Terms or to your relationship with Company as a user of the Console (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) will be determined by a Party or the Parties submitting to binding arbitration located in a city located near San Francisco, California, pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS”), and governed by the laws of the State of California, without regard to its principles of conflict of laws. Such dispute will be heard by a single arbitrator, selected by the JAM’s default process for selecting arbitrators. The arbitrator will serve as neutral, independent and impartial arbitrator. Each Party agrees to provide the other Party with all documents relevant to the Dispute. There will be no further discovery, including depositions. The Parties will agree, in writing, to a timeline for when an award will be made (after the filing of the notice of intention to arbitrate), and the arbitrator(s) will agree to comply with this schedule before accepting appointment. Each Party will bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The arbitrators will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.The award of the arbitrators will be accompanied by a reasoned opinion. The arbitrators are not empowered to award punitive or exemplary damages, except where permitted by statute, and the Parties waive any right to recover any such damages. The Parties will have no right to appeal an award from the arbitrator. Judgment on the award finally rendered by the arbitrator(s) may be entered into a court having jurisdiction thereof.
    The Parties will maintain the confidential nature of the arbitration proceeding, including any hearing, and the results, and content, unless otherwise required by law or judicial decision. Nothing in this Section 17 (Dispute Resolution) will be construed to preclude the right and ability of either Party to pursue or provisional relief at any time in any court of competent jurisdiction to protect the rights and property of such Party.
    
18. FORCE MAJEURE
    On the occurrence of a Force Majeure Event, the Non-Performing Party will be excused for as long as (a) the Force Majeure Event continues and (b) the Non-Performing Party continues to use commercially reasonable efforts to recommence proper and timely performance to the greatest extent possible. If any Force Majeure Event lasts for ninety (90) calendar days in the aggregate, then at either Party’s option, either Party may terminate these Terms of Use with thirty (30) calendar days written notice to the other Party.
    

19. CHANGES TO TERMS
    We reserve the right to modify these Terms at any time, without prior notice to you. Occasionally, we may make changes to these Terms and the most recent version of our Terms is the one that applies to you. If we make material changes to these Terms, we will provide you with notice by displaying a prominent notice on the Website or App or by sending you an email. Please make sure you read any such notice carefully. Having received notice of any changes to the Terms, if you continue to use the Console, then you agree to the updated Terms. If you do not wish to continue using the Console under the updated Terms, you can terminate your access and use of the Console, pursuant to Section 12 (Term and Termination).
    This Terms of Use was last updated: 16.04.2023.
    

20. CONTACT US
    We welcome comments, questions, concerns, or suggestions. Please send us feedback via email at support@platform.vuestorefront.io.