Terms of Use
Welcome to liblab.com! This Terms of Service (“TOS”) and End User License Agreement (“EULA”) (collectively the “Terms”) constitute a valid and binding agreement between liblab INC. (“liblab,” “liblab”, “we,” or “us”) and you (“Customer,” “User”, “you,” or “your”). These Terms explain the terms and conditions by which you may use our website, the products, services, platform and related software provided by or in connection therewith (collectively the “Services”).
By accessing or using the Services, you signify that you have read, understood, and agree to be bound by the terms and conditions herein. If you do not accept these Terms, you may not use, download, install or otherwise access the Services. You may only access and use the Services in accordance with these Terms. You will adhere to all laws, rules, and regulations applicable to your use of the Services. These Terms apply to paid or unpaid subscriptions as well as free trials of the Services.
You represent to us that you are lawfully able to enter into contracts. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. You must be at least 18 years of age (or the age of legal majority in your jurisdiction if different than 18) to be eligible to use the Services. These Terms apply to the Customer and all visitors, users, and others who access the Services (“User” and “Users”). The term User as used herein shall apply, mutatis mutandis, to the Customer and all such Users acting on behalf of the Customer
You agree that your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by liblab or any of its affiliates regarding future functionality or features.
Certain features of the Services may be subject to additional terms or rules which will be posted on the Services or website in connection with such features. To the extent such additional terms or rules conflict with these Terms, such terms of rules shall govern solely with respect to such features. In all other situations, these Terms shall govern.
Registration, User Account, Password and Security
These Terms govern your access and use of the Services, and any information that is displayed or provided therein. By accessing and/or using the Services, you are indicating your acceptance of these Terms, which thereby becomes a binding contract between you and liblab, and you agree to be bound by all terms and conditions herein. liblab’s acceptance is expressly conditioned upon your assent to all the terms and conditions of these Terms, to the exclusion of all other terms.
In order to use the Service, the Customer must set up an overall account (“Account”) and each User must register their own Account underneath the umbrella of the Customer Account. You must provide truthful, accurate, and current information, including your email address at the Customer's domain, as well as additional set-up information (“Registration Data”). You must maintain and update the Registration Data so that it remains at all times accurate, current and complete. liblab reserves the right to suspend or terminate access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account information.
Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. The Account may not be used by more than one User.
You must also provide technical information about the Customer's API for which you wish to use the Service (jointly with the Registration Data and additional data generated by the Service: “Customer Configurations”). liblab will retain and use the Customer Configurations pursuant to liblab's Privacy Policy. As part of the Account set-up and registration process, you will choose a username and a password. You will be responsible for maintaining the confidentiality of your credentials, and agree not to transfer the use of, or access to, the Service to any third party. You will indemnify liblab and the Related Parties (as defined below) from and against any and all Damages (as defined herein) that are based on or arise directly or indirectly out of or from any use of, or access to, the Service to any User or third party.
You are fully and solely responsible for any and all activities that occur through your Account. liblab cannot and will not be liable for any loss and/or damage resulting from your failure to comply with this security obligation. You agree to immediately notify liblab of any unauthorized use of any User's credentials or the Account or any other breach of security, and to simultaneously make sure that any User resets his/her password and will cooperate with liblab with respect to any investigation of any suspected or alleged violation of these Terms. liblab may suspend or terminate any User’s access to the Service in the event that it determines that such User has violated these Terms.
You may control your Account and how you interact with the Services by changing the settings in your Account. By setting up an Account, you consent to our using your email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Account settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You may not access the Services if you are a competitor of liblab, except with liblab’s prior written consent. In addition, you may not access the Services for purposes of monitoring liblab’s availability, performance or functionality, or for any other benchmarking or competitive purposes. Any unauthorized access or use of the Services and the information contained therein, is a violation of liblab’s policies, may result in our suspending or terminating your Account, and may subject you to criminal liability.
License to the Service
Non-Exclusive License. Subject to and conditioned upon your acceptance of, and ongoing compliance with, these Terms, liblab grants you a non-exclusive, non-transferable, non-sublicensable, limited license to install, remotely access (i.e. on a SaaS Basis) and use the Service. Certain features of the Service may only be available to paying Customers and their Users, and functionality is offered based on subscription tiers, as more fully described on liblab’s website, or on the applicable Order Form (the “Order Form”). The license granted herein shall also include the right to use the Service’s documentation, and such documentation shall be included in the definition of “Service” for the purpose of these Terms. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
Changes in the Service. liblab makes continuous efforts to constantly improve the Service for the benefit of its customers. Therefore, liblab may make changes to the Service from time to time, including removing any feature or functionality of the Service, and including changing the functionality made available to customers who subscribe to a certain tier. liblab will use its reasonable efforts to provide you with reasonable notice (which may be provided via a notice in liblab’s website) prior to any material change in the Service. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.
Restrictions. You agree that you will not, nor will you allow any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) directly or indirectly take any action to contest liblab’s intellectual property rights or infringe them in any way; (h) make the Service available for timesharing, application service provider or service bureau use; and (i) remove, obscure, or alter any notice of copyright, liblab's Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service.
In addition, you agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, stealing or assuming and person’s identity (whether a real identity or nickname or alias), conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) accessing the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas. (xii) for the purpose of mining cryptocurrencies or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein. Furthermore, you may not use the Services to develop, generate, transmit or store information that: (xiii) infringes any third party’s intellectual property or other proprietary right; (xiv) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Services, and (xv) performs any unsolicited commercial communication not permitted by applicable law.
You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. Further, you may not remove or export from the United States or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.
You understand that liblab uses third-party vendors and hosting partners in connection with the Services and, by your use of the Services, you agree to be bound by the terms of the service level agreements and terms of service of such partners.
Availability of Services. liblab will use commercially reasonable efforts to make the Services available pursuant to these Terms except for (a) planned downtime; (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. liblab reserves the right to modify the Services from time to time and makes no guarantees as to the continuous availability of the Services or of any specific feature(s) or functionality(ies) of the Services.
Customer's Right to Use Results. Subject to your compliance with all of the terms herein (including payment of all Fees as applicable, and/or any and all requirements and restrictions placed on non-paying Customers/Users who are using the Services as Open Source Developers or under a Free Trial) any results obtained by you through use of the Service (“Results”) shall be the property of Customer (including all intellectual property attached thereto), provided, however, that liblab shall have a worldwide, royalty free, unlimited, perpetual license to use access, process, copy, distribute, perform, export and display such Results only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Client. If Customer/User does not abide by the Terms herein, liblab reserves the right to use the Results in any way whatsoever with no limitations or restrictions.
Representations
Mutual Representations
Each party has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms.
The execution or performance of these Terms will not result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.
Customer’s/User’s Representations
You will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and you will comply with all applicable laws and regulations (including, but not limited to, all applicable copyright and privacy laws) in your use of and access to the Service.
You are the owner of, or have the required rights in all of the API specifications, metadata, specifications, plugin or customization instructions which you list under the Account(s), and you are solely responsible for any and all activities that relate to such APIs, environments, servers, systems, and cloud accounts, other than activities performed due to liblab's acts, software and Services.
In the event that your API specifications, metadata, specifications, plugin or customization instructions contain any personal information (as may be considered as such by any applicable law), you represent and warrant that you hold and maintain such personal information in compliance with any and all applicable laws, and that you are allowed to use the Service in connection with such personal information.
You will comply with any and all import, export control and economic sanction laws and regulations, including those of the United States, that prohibit or restrict the export, re-export, transfer or use of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users. Upon request, you will provide liblab with information and/or supporting documents which are necessary to liblab in order to determine whether your use of the Service is made in accordance with export laws including the obligations set forth hereunder.
While liblab uses high industry standards and precautions to identify errors and inaccuracies within the Service, you acknowledge that errors may and do occur, and liblab will not be held liable or responsible for any errors or omissions, or for the Results obtained from the use of the Service. Any Results obtained through the Service shall be evaluated by you prior to their implementation, and such implementation is done at your sole risk and responsibility.
You represent and warrant that:
Intellectual Property Rights; Customer’s Content
liblab’s Intellectual Property Rights
The Service (and any and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) and all of the intellectual property rights therein (including liblab's Marks) are, and shall remain, liblab’s exclusive property, including but not limited to, any modifications or custom features to the Service to be developed by liblab, whether or not suggested, requested or instructed by you . For the purpose of clarity, nothing provided under these Terms is to be considered a “work for hire” and these Terms do not convey, transfer or assign to you any interest in or to the Service other than a limited right to use the Service in accordance with the Terms contained herein. Nothing herein constitutes a waiver of liblab’s intellectual property rights under any law. liblab reserves all rights not expressly granted herein to the Services.
Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively “Ideas”) that you may provide to liblab, will be solely owned by liblab. Customer shall be solely responsible for abstaining from providing any Ideas which include any of your confidential information, intellectual property, personal identifiable information, or any other information that identifies you as the source of the Ideas. You hereby irrevocably assign and transfer any intellectual property rights in such Ideas to liblab, free of charge, waive any and all moral rights that you may have, and release liblab from any obligation of confidentiality with respect thereto.
All of liblab's trademarks, including but not limited to any service marks, logos, domain names, copyrights and other proprietary rights associated with liblab and the Service, whether registered or non-registered, shall collectively be referred to as “liblab's Marks”. You agree not to directly or indirectly (and not to allow any third party to): (a) use liblab's Marks for any purpose (other than as detailed hereunder) without liblab’s express written consent; and (b) register, attempt to register, or assist anyone else to register any liblab's Marks or marks confusingly similar thereto.
Customer’s/User’s Content
By registering to the Service, you hereby grants liblab the right to use, access, copy, adjust and reproduce all of the your content contained in your API specifications, use of the editor tool offered through the Service, environments, servers, systems, and cloud account(s) (“Customer/User Content”) solely as part of the provision of the Service to you. liblab will not disclose or publish any Customer/User Content. liblab does not claim ownership or any copyright in Customer/User Content. The Customer/User Content that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. You retain any and all ownership rights to the Customer/User Content that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any Customer/User Content on or through our Services.
liblab agrees not to directly or indirectly use Customer’s name or logo for any purpose without Customer’s express written consent.
Whereas only you (and not liblab) has control over your APIs, environments, systems, services and cloud accounts as well as of the set-up and configuration of the Service, you shall bear the sole responsibility of complying with all applicable privacy and export control laws and regulations in respect to the Customer/User Content and the Results.
You hereby agree that liblab shall not be responsible for any costs and/or expenses with respect to your systems, servers and cloud accounts, and all such costs and/or expenses shall be borne solely by you.
Confidentiality
Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under these Terms, and that it will take all reasonable measures to maintain the confidentiality of all other party's Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
“Confidential Information” shall mean any non-public information of either party, including but not limited to, all computer software (in binary or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever). Confidential Information includes, but is not limited to, all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. Confidential Information will not include information that (a) is in or enters the public domain without breach of this Section; (b) is lawfully obtained by the receiving party from a third party without breach of a nondisclosure obligation; (c) is already in the possession of the receiving party as shown by its dated written records; (d) is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure, and reasonably assists the disclosing party in avoiding or limiting such disclosure, all subject to applicable law; or (e) is independently developed by the receiving party without use of the disclosing party's confidential information.
The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 5 or misuse of Confidential Information by the receiving party.
Ordering Document: Fees; Taxes
Ordering Document
Specific Service and fee information will be agreed upon in the applicable online or offline order form (“Order Form”). Any mutually agreed upon Order Form shall be deemed an integral part of these Terms, and these Terms shall apply thereto. If you have entered into an Order Form or other separate written agreement with liblab for use of the Services, the terms and conditions of such Order Form or other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.
Fees
Access and use of certain functionality and features of the Service is conditioned on payment by the Customer to liblab of the fees set out in the pricing plans made available on liblab’s website, or on the Order Form (the “Fees”). Unless otherwise explicitly detailed in these Terms, all amounts owed to liblab are non-cancellable and the Fees paid are non-refundable. If you choose to upgrade your subscription, you will only be charged the pro-rata portion of the increase reflecting the remaining term of your subscription. If you choose to downgrade your subscription, then, for the avoidance of doubt, you shall not be entitled to a refund of any Fees already paid to liblab.
liblab will invoice for the Service as set forth in the applicable Order Form, and each invoice will be paid via bank wires or other methods made available by liblab, in US dollars, within thirty (30) days from the date of the invoice. Any undisputed Fees unpaid by the due date shall thereafter bear interest at the rate of two percent (2%) per month (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by liblab in collecting late or unpaid fees due hereunder. Nothing mentioned herein will limit any additional rights and remedies available to liblab at law or in equity arising out of your failure to make payment.
liblab may use various billing service providers. When using such provider’s services, the Customer agrees to follow and comply with the policies of such provider. In the event of any error made by such billing service provider or any breach by the Customer of the billing service providers’ applicable terms and policies, liblab shall not be held responsible for the Customer’s resulting inability to use a paid plan for the Services.
liblab reserves the right to change its Fees at any time, and Customer shall be informed of such changes via email prior to such changes (“Notification”), provided that such changes shall only enter into effect in the next subscription term billing cycle. Should Customer not agree to the price changes, Customer's sole remedy shall be to contact liblab directly and to request non-renewal of its use of the Services prior to the effective date of the price changes as shall be detailed in the Notification.
Open Source Developer/Free Services. Certain aspects of the Services may be offered for free (“Open Source Developer Free Services”). In order to be eligible for the Open Source Developer/Free Services, you must continue at all time to engage only in projects that use OSI-approved licenses. You are prohibited from using Open Source Developer/Free Services at any time for any for-profit endeavors. liblab requires complete transparency from Customers/Users of the Open Source Developer/Free Services and both the project’s source code and software development kit must be publicly accessible and visible. You may accept donations for sustainability. liblab or its duly authorized representatives, shall have access, at all times during normal business hours during the term of these Terms, to all relevant books and records relating to these Terms of Customer/Users of the Open Source Developer/Free Services for the sole purpose of auditing and verifying such Customer’s/User’s compliance with this section. In addition, liblab reserves the right to (a) modify the terms and conditions of the Open Source Developer Free Services at any time, (b) cancel or change the Services that are offered as Open Source Developer/Free Services, or (c) terminate your access to and/or right to use the Open Source Developer/Free Services at any time for any reason in liblab’s sole discretion.
Free Trial. liblab may, in its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). At any time and without notice, liblab reserves the right to (a) modify the terms and conditions of the Free Trial offer, or (b) cancel such Free Trial offer.
Taxes. All Fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, excluding taxes based on liblab’s net income, shall be borne and paid by the Customer. The Customer will pay all applicable taxes when invoiced by liblab or will supply appropriate tax exemption certificates in a form satisfactory to liblab. In cases wherein the Customer is legally required to withhold any income or remittance tax from amounts payable to liblab, then (a) the Customer will promptly notify liblab; (b) the amounts payable to liblab will be automatically increased to the full extent required to offset such tax, so that the amount remitted to liblab, net of all taxes, equals the amount stated in the invoice; and (c) the Customer will provide liblab with the official receipt of payment of such taxes to the appropriate taxing authority.
California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Term and Termination; Consequences of Termination
Term and Termination
These Terms will be effective as of the first date of use of the Services or the execution date of the Order Form by both parties, and shall remain in effect so long as the Customer uses the Service, unless terminated in accordance with the termination provisions herein.
liblab may terminate these Terms and the licenses granted hereunder for convenience, at any time, by providing Customer with thirty (30) days prior written notice. In such case, if termination is not due to the Customer’s breach of these Terms, liblab shall refund a paying Customer with the pre-paid fees paid to liblab with respect to the un-utilized term.
You may cease using the Service at any time, provided however, that upon any such termination of the Service, the paying Customer will not be entitled to any refund of Fees previously paid, and such termination of the Service will not release the Customer from its obligation to pay all Fees in connection with its subscription (if any), and such Fees will be immediately due and payable in full.
liblab may terminate these Terms and the licenses granted hereunder, in any case of a material breach by you (including non-payment of Fees) of these Terms and/or any applicable law, which has not been cured within fourteen (14) days following a written notice thereof from liblab. In respect to any free of charge licenses, such as trial licenses, liblab may terminate the license and these Terms at any time by providing the Customer with a seven (7) day prior notice. However, liblab may terminate or suspend your access to the Services immediately without notice if it determines in its sole discretion that such termination is necessary to protect its business, its intellectual property, the Services, other customers or other Users, and for any other reasonable reason.
Consequences of Termination
Upon any termination of a license to use the Service, the following shall apply:
All rights granted under the applicable license shall immediately be terminated.
The expiration or termination of the license or these Terms shall not relieve you from any obligation intended to survive under these Terms. All rights and obligations of the Parties hereunder which by their terms contemplate survival, including, but not limited to, indemnification and payments shall survive the expiration or termination of these Terms regardless of the cause of such termination.
Indemnification
You hereby agree to indemnify, defend and hold liblab and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on liblab's behalf (the “Related Parties”) harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively “Damages”) that are based on or arise directly or indirectly out of or from (a) your use of and access to the Services, including any Customer/User Content transmitted or received by you; (b) your breach of these Terms; (b) any misuse of the Account(s) by you, and any other third party on your behalf; (c) any breach of the obligations, representations and warranties set forth herein including but not limited to your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; and (d) your negligence or willful misconduct and any other party’s access and use of the Services with your unique username, password or other appropriate security code.
Disclaimer of Warranties
Except as expressly set forth in these terms, you understand and agree that the Service and any related services or Results provided to you are provided on an “as is” and “as available” basis, with no guarantee of completeness or of the results which may be obtained based on the use of these Results. To the fullest extent permissible pursuant to applicable law, liblab and its Related Parties disclaim all warranties of any kind, express or implied, including, without limitation, implied warranties of title, non-infringement, accuracy, merchantability, performance, legality, reliability, usefulness, and fitness for a particular purpose. By using the Services, you acknowledge and accept sole responsibility for any Results obtained by using the Services.
liblab and its Related Parties do not warrant: (a) that the Service and any related services provided to you will meet your requirements or expectations; (b) that your use of the Service and any related services provided to you will be available at any particular time or location, uninterrupted or secure; (c) that the Services are free of viruses or other harmful components; or (d) that defects, if any, will be corrected. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Services.
The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service and any related services. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.
liblab's Service and software contain third-party proprietary software programs, including, but not limited to, open source components. Open source components are provided “AS IS,” without any warranty, express or implied, and in accordance with their respective license terms. In any event of a conflict between any open source license and these Terms, the open source license terms shall prevail, but solely in connection with such open source software. A list of such open source components (as may be updated from time to time by liblab) can be provided upon request from the liblab.
liblab’s website may provide hyperlinks to other websites or resources that are not owned or controlled by liblab. Because liblab has no control over such sites and resources, you acknowledge and agree that liblab shall not be responsible for the availability of such sites or resources, nor shall liblab be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. If you choose to access these third-party sites, you do so at your own risk, and you should refer to each such website’s individual “Terms of Service” and not rely on these Terms in any way.
The Services may incorporate certain third-party software (“Third-Party Software”), which is licensed subject to the terms and conditions of the Third-Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third-Party Software.
Limitation of Liability
If you are dissatisfied with the Services, your sole and exclusive remedy is to discontinue using the Services. liblab, and its Related Parties shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, without limitation, damages for loss of business, loss of goodwill, loss of data, lost profits or other intangible losses), under any theory of law including under contract, negligence, strict liability, breach of any statutory duty, or otherwise arising out of or relating in any way to the Service and any related services provided to you (even if liblab or its Related Parties have been advised of the possibility of such damages and even if a remedy fails of its essential purpose).
Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to the Customer. In such jurisdictions, liability is limited to the fullest extent permitted by law.
Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by applicable law, liblab’s and its Related Parties’ total aggregate liability to the Customer or any other party for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amounts actually received by liblab from the Customer for the Cervice provided to the Customer during the twelve (12) months preceding the circumstances first giving rise to the claim of liability (the “cap amount”); except that if such Services were provided free of charge, then the cap amount shall be limited to US$500.
You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these Terms must be filed within two (2) years after such claim or cause of action arose or you hereby agrees to be forever barred from bringing such claims.
These Terms shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
Miscellaneous
No Waiver. No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from these Terms.
Assignment. liblab may freely assign its rights and responsibilities hereunder without notice to the Customer. These Terms are not assignable, transferable or sublicensable by the Customer except with liblab’s prior written consent.
Entire Agreement. These Terms constitute the entire understanding between you and liblab, and revoke and supersede all prior agreements between the parties, and are intended as a final expression of the parties’ agreement.
Headings. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
Modifications. These Terms may be amended by a written document, specifically referencing the clauses contained in these Terms, executed by both Parties.
Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Texas without giving effect to any conflicts of laws principles that require the application of the law of a different state. In the event of a dispute, the parties will work together in good faith to try to reach resolution. In the event that the parties are unable to resolve a dispute after sixty (60) days, the parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief which may be brought in federal or state courts situated in Travis County, Texas) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. The arbitration will be conducted in Travis County, Texas, under the auspices of the American Arbitration Association (“AAA”), in accordance with the AAA’s Commercial Arbitration Rules then in effect. The arbitrator, witness, party representative, counsel, expert or staff may participate by video conference where such participant (when participating) can be heard and seen (i.e., Zoom). The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Nothing in this Section shall be deemed as preventing a Party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its confidential information, intellectual property rights or other proprietary rights.
Force Majeure. Neither party shall be liable to the other party for any delay or failure of said party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either party in providing required resources or support or performing any other requirements hereunder.
Privacy. We care about the privacy of our customers. liblab’s privacy practices are governed by our privacy policy, the most updated copy of which can be found at https://liblab.com/privacy-policy ("Privacy Policy"). The Privacy Policy does not cover the information practices exercised by any third parties that liblab does not own or control.
Security. liblab cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, Customer Content and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Electronic Communications. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.