1.2. You may not use the Service if you are a person barred from receiving the Service under the laws of the Canada or any other countries, including the country in which you are resident or from which you access and use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13.
2. Your Account and Use of the Service2.1. You may be required to provide registration information and create an account (your "Account") in order to access and use the Service. All registration information that you provide must be kept accurate, current, and complete at the time you register and throughout your use of the Service. You agree to promptly update your registration information, if any information becomes inaccurate or obsolete.
2.2. You are responsible for the security of your passwords and all other credentials used for accessing your Account or the Service and for any use (authorized or unauthorized) of your Account or the Service under your passwords or credentials. If you become aware of any unauthorized use of your password, credentials, or Account, you agree to notify Proxima Data Control immediately.
2.3. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.4. You agree not to (a) access (or attempt to access) the administrative interface of the Service by any means other than through the interfaces that are provided by Proxima Data Control in connection with the Service, unless you have been specifically allowed to do so in a separate agreement with Proxima Data Control, or (b) engage in any activity that interferes with, disrupts or impairs others' access to or use of the Service (or the servers and networks which are used in connection with the Service).
2.5. You agree that, for all plans, Proxima Data Control has the right to intervene if activity on your database is causing performance or availability problems for other tenants on your shared infrastructure. Such interventions include, but are not limited to, creating indexes, blocking network access, or shutting down your database server.
3.3. You agree that you bear all responsibility for and will protect the privacy and legal rights of all Users of your Applications. "Applications" means all software and services that you use or offer to your Users that access, use, interact with, or depend upon the Service. You represent and warrant that you are not a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and that you will not to store or process protected health information using the Service. You must provide legally adequate privacy notices and protection for your Users. If your Users provide you with names, passwords, or other login or personal information, you must make the users aware that the information will be available to your Application and to Proxima Data Control.
4. Content in the Service and Take Down Obligations4.1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) that you or your Users transmit, process, store, duplicated, display, or retrieve using the Service (collectively, "Your Content") is your sole responsibility. You represent and warrant that you have sufficient rights to Your Content and the use of Your Content with the Service will not violate any applicable laws or regulations.
4.2. Proxima Data Control reserves the right (but shall have no obligation) to review, refuse, or remove any or all Content from the Service. You agree to immediately take down any Content that violates the Acceptable Use Policy including pursuant to a takedown request from Proxima Data Control. In the event that you elect not to comply with a request from Proxima Data Control to take down certain Content, Proxima Data Control reserves the right to directly take down such Content or to disable the Application.
4.3. In the event that you become aware of any violation of the Acceptable Use Policy by an User of your Application, you shall immediately (i) notify Proxima Data Control of the violation and (ii) terminate such User's access to the Service through your Application. The reinstatement of the User's access to the Service is prohibited without Proxima Data Control prior written consent, which shall not be unreasonably withheld. Proxima Data Control reserves the right to disable the Application and access to the Service (including access by Users) in response to a violation or suspected violation of the Acceptable Use Policy.
4.4. You agree that you are solely responsible for (and that Proxima Data Control has no responsibility to you or to any third party for) the Application or Your Content and for the consequences of your or your Users actions (including any loss or damage which Proxima Data Control may suffer) as a result of such actions.
4.5. You agree that Proxima Data Control has no responsibility or liability for the failure to store or deletion of Your Content. You further acknowledge that you are solely responsible for securing and backing up your Application and Your Content.
5. Proprietary Rights5.1. You acknowledge and agree that, as between you and Proxima Data Control, Proxima Data Control owns all rights, title and interest in and to the Service, including any intellectual property rights which subsist in the Service or any component thereof (whether those rights happen to be registered or not and wherever in the world those rights may exist).
5.2. Except as provided in Section 7, Proxima Data Control acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under the Terms in or to Your Content or the Application that you create, submit, post, transmit or display on or through the Service, including any intellectual property rights which subsist in Your Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Proxima Data Control, you agree that you are solely responsible for protecting and enforcing those rights and that Proxima Data Control has no obligation to protect, enforce, or assist you in enforcing or protecting those rights. You further agree that any assistance with protecting or enforcing your rights that is provided by Proxima Data Control at your request will be at your sole cost and expense.
6. License from Proxima Data Control and Restrictions6.1. Proxima Data Control gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Service, as provided to you by Proxima Data Control. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Proxima Data Control, in the manner permitted by the Terms.
6.2. You will not (nor will you permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have obtained Proxima Data Control prior written consent or have received permission to do so through a separate written agreement with Proxima Data Control (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the Service or any Application; (c) use the Service to create an Application that performs a malicious activity, including but not limited to spamming users, harvesting usernames and passwords, performing unauthorized scans of machines or ports or creating (D)DoS attacks; or (d) upload or otherwise process any malicious content to or through the Service.
6.3. Unless Proxima Data Control has given you specific and separate written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service.
6.4. Open source software licenses governing components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Proxima Data Control for the use of the components of the Service released under an open source license.
7. License from You7.1. Proxima Data Control claims no ownership rights in or to any of Your Content or Application. You retain all copyright and any other rights you already hold in Your Content and/or Application. You hereby grant Proxima Data Control a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute (i) all Your Content that you submit, transmit, post, process, store, or display on or through the Service, (ii) your Application, in each case, for the sole purposes of enabling Proxima Data Control to provide you with the Service.
7.2. You agree that Proxima Data Control, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.
8. Modification and Termination of the Service8.1. Proxima Data Control is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which Proxima Data Control provides may change from time to time at Proxima Data Control 's sole discretion and without prior notice to you. Examples of changes to the form and nature of the Service include without limitation changes to fee, discount, and payment policies, security patches, and other enhancements, and added or discontinued pricing plans, products, and services (or functionality and features thereof).
8.2. You may discontinue your use of the Service at any time. Proxima Data Control may, at any time, terminate your use of the Service and/or these Terms if (A) you have breached any provision of the Terms (or Proxima Data Control reasonably believes that you do not intend to or are unable to comply with the provisions of the Terms); (B) Proxima Data Control is required to do so by law (for example, due to a change to the law governing the provision of the Service); (C) the Service relies on data or services provided by a third party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires Proxima Data Control to change the way Proxima Data Control provides the data or services through the Service; (D) providing the Service could create a substantial economic burden as determined by Proxima Data Control in its reasonable good faith judgment; (E) providing the Service could create a security risk or material technical burden as determined by Proxima Data Control in its reasonable good faith judgment; (F) Proxima Data Control ceases commercially offering or provisioning all or a portion of the Service; or (G) you are in arrears with respect to any payment due Proxima Data Control under the Terms.
8.3. If Proxima Data Control suspends or terminates your use of the Service with cause, Proxima Data Control will make a reasonable effort to give you access to, and the ability to export, your Content and Application(s) for a reasonable amount of time. If you voluntarily discontinue your use of the Service, you are solely responsible for exporting your Content and Application(s) prior to discontinuation.
8.4. In the event of termination by either party, you are solely responsible for transferring, backing up, and removing all of Your Content from the Service. You must complete all transfer, backup, and removal of Your Content prior to your termination of the Service. Proxima Data Control reserves the right, but is under no obligation to delete Your Content from the Service after the Service or these Terms have been terminated during next thirty (30) days.
8.5. Upon any termination of the Service under Section 8, these Terms will also terminate, but Sections 5.1, 8.5, 9, 10, 11, and 15 shall continue to be effective after these Terms are terminated.
8.6. You can choose to start from the free plan. This plan at the moment doesn't have any expiration date - you can keep it as long as you want or until we decide to discontinue it. The free plan is intended to allow new members to try the service.
Free plan eligibility is determined by Proxima Data Control at its sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free plan and put your account on hold in the event that we determine that you are not eligible. We may use information such as method of payment or an account email address used with an existing or recent Proxima Data Control membership to determine eligibility. For combinations with other offers, restrictions may apply. You may decide to change your plan from free to any paid one. If you do that you will keep all your data and services. If you after want to change the paid plan to the free one you will be warned that some of data and services will be restricted automatically. The order of the restricted data and services is undetermined that is we can not predict which exact portion of your data will still accessible and which one will not be, the same about services (including API calls). So before you change the plan in such way it's strongly recommend to review all your data and services and delete those that you will not need anymore until you gain the threshold restriction for the free plan.
9. EXCLUSION OF WARRANTIES9.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT PROXIMA DATA CONTROL'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
9.2. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE STATED IN THESE TERMS OR ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND PROXIMA DATA CONTROL, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
9.3. PROXIMA DATA CONTROL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROXIMA DATA CONTROL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.
10. LIMITATION OF LIABILITY10.1. SUBJECT TO SECTION 9.1 ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PROXIMA DATA CONTROL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. EXCLUDED DAMAGES SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS.
10.2. THE LIMITATIONS ON PROXIMA DATA CONTROL 'S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT PROXIMA DATA CONTROL HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10.3. SUBJECT TO SECTION 9.1 ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE CUMULATIVE LIABILITY OF PROXIMA DATA CONTROL, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS, OR PARTNERS (COLLECTIVELY " PROXIMA DATA CONTROL AND ITS PARTNERS"), FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF RELATED TO THE TERMS OR SERVICE (INCLUDING ANY PURCHASED SUBSCRIPTION SERVICES) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING UNDER CONTRACT OR TORT, EXCEED THE LESSER OF (A) THE FEES PAID BY YOU TO PROXIMA DATA CONTROL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM AND (B) FIVE THOUSAND U.S. DOLLARS ($5,000).
11. Indemnification11.1. You agree to defend, indemnify, and hold harmless Proxima Data Control and its Partners from and against any claim, suit, damages, judgments, losses (actual and consequential), liabilities, costs, and expenses (including reasonable attorneys' fees) of every kind of nature arising from or in any way related to a third-party claim concerning (a) your or your Users' breach of the Terms, (b) your or your Users' use of the Service, (c) your or your Users' violation of applicable laws, rules or regulations in connection with the Service, (d) your or your Users' Content or your Application; or (e) a dispute between you and any of your Users. In such a case, Proxima Data Control will provide you with written notice of such claim, suit or action.
12. Policies Regarding Copyright and Trademarks12.1. You agree to set up a process to respond to notices of alleged infringement that comply with the Copyright Act of Canada ("CAC notices"). It is Proxima Data Control's policy to respond to CAC notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid CAC notice.
12.2. Unless you have agreed otherwise in writing with Proxima Data Control, nothing in the Terms gives you a right to use any of Proxima Data Control 's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
12.3. If you use the free plan you CAN NOT remove, alter, or change in any way the Proxima Data Control name and logo visible in the bottom of some part of rendered code.
13. Third-Party Content13.1. The Service may include hyperlinks to other websites, content, resources, email content, advertising, products, and other materials provided by companies or persons other than Proxima Data Control (collectively, "Third-Party Content"). Proxima Data Control has no control over and disclaims all responsibility for all Third-Party Content. You acknowledge and agree that Proxima Data Control is not responsible for the availability of and does not endorse any such Third-Party Content.
13.2. You acknowledge and agree that Proxima Data Control is not liable for any loss or damage which may be incurred by you or your Users as a result of the availability of Third-Party Content, or as a result of any reliance placed by you on the completeness, accuracy or existence of any Third-Party Content.
15. General Legal Terms15.1. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.
15.2. You may not assign or transfer the Terms, in whole or in part, without the Proxima Data Control's prior written consent. Any attempted assignment or transfer in violation of this Section will be null, void, and without effect. Subject to the foregoing restrictions, the Terms shall inure to the benefit of the successors and permitted assigns of the parties.
15.3. You agree that Proxima Data Control may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. If you have provided Proxima Data Control with your email address, you acknowledge and agree that Proxima Data Control may send you any notices required by law by email instead of by regular mail.
15.4. You agree that if Proxima Data Control does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Proxima Data Control has the benefit of under any applicable law), that such inaction will not be considered or deemed a formal waiver of Proxima Data Control's rights and that those rights or remedies will still be available to Proxima Data Control.
15.5. Proxima Data Control shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
15.6. The Terms, and your relationship with Proxima Data Control under the Terms, shall be governed by the laws of the Alberta, Canada without regard to its conflict of laws provisions. You and Proxima Data Control agree to submit to the exclusive jurisdiction of the courts located within the county of Calgary, Alberta to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Proxima Data Control shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.7. If any provision of the Terms is found to be contrary to law or public policy by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of the Terms shall continue in full force and effect. The parties shall meet and confer in good faith with respect to any provision found to be in contravention of the law or public policy in order to agree on a substitute provision.
15.8. If Proxima Data Control provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict between the English and translated versions.
15.9. The headings in the Terms are for the convenience of reference only and have no legal effect.