This Agreement was last updated on March 11, 2016. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents
- 1.Use of Service
- 2.Prohibited Use
- 3.Account Information and Data
- 4.User Responsibilities
- 5.User Content
- 7.Intellectual Property Ownership
- 8.Term and Termination
- 9.Modification of the Terms
- 11.Electronic Communication
- 14.No Warranty
- 15.Limitation of Liability
- 17.Governing Law.
- 18.Notification Procedures.
- 19.Entire Agreement/Severability.
- 20.No Waiver.
eResidue is a Service offered by Quascenta Pte. Ltd. that facilitates calculation of residue limits.
You will need to register with eResidue and sign up for a Licence. Your licence gives you access to the Service.
Administrators have certain administrative and managerial powers over their accountand Users on the Site, including, without limitation, the ability to remove Users (and thus prohibit Users from using the Services), add Users and modify User permissions. The Administrator is solely responsible to delete users who should no longer have access to the Network (e.g. who are employed by the company owning the Network).
You may use eResidue only as a tool within your business or your organization and you shall not: (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) copy, distribute, or disclose any part of the Service in any medium; (iii) alter or modify the Service in any way without the prior written consent of Quascenta; (iv) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Service; (v) interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Service; (vi) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Service; (viii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity, or misrepresent the source or content of information transmitted through the Service; (ix) use the Service or the eResidue website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the eResidue website; (x) bypass the measures we may use to prevent or restrict access to the Service; (xi) use any robot, spider, scraper, script, or other automated technology to access the Service for any purpose without our express written permission; (xii) gain unauthorized access to the Service, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining; and (xiii) collect or harvest any personally identifiable information, including account names, from the Service.
In order to use the Service, you will have to register and create an account ("User Account"). You may not use another User's account without permission. When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Quascenta. You may be liable for the losses incurred by Quascenta or others due to any unauthorized use of your account.
By providing Quascenta your email address you consent to our using the email address to send you Service-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, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Account Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. You may not opt out of Service-related e-mails.
You may choose to allow Quascenta to automatically retrieve data from your system(s) account on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Quascenta to so automatically access such system(s) and you hereby grant Quascenta permission to access your system(s) and retrieve information there from by indicating the same within your Service User Account. eResidue disclaims any and all liability associated with accessing and retrieving information from your system(s) on your or your Subscribing Organization's behalf. IF AT ANYTIME YOU DO NOT HAVE THE RIGHT AND AUTHORITY TO ALLOW EResidue AUTOMATIC ACCESS TO YOUR SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR SUBSCRIBER AND/OR SUBSCRIBING ORGANIZATION ACCOUNT.
You acknowledge and agree that Quascenta may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary tocomply with legal process.
You are responsible for all activities occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
The Service allows Users to post data, comments and other information ("Content"). You are responsible for your Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service. You assign all intellectual property rights in the Content to the Licence Owner (e.g. your employer if your employer has purchased the account in which you participate) and acknowledge and agree that the Content are the property of the Licence Owner. eResidue does not have, nor does it claim, any ownership rights in any User Content. You and the Licence Owner grant eResidue a license to use, display, distribute and exploit your Content solely to run the calculations. Users may delete their own Content from the account, so long as they are a User of that account unless prohibited by administrators. Administrators may delete the Content of one or more Users in their Network.
You represent and warrant that: (i) prior to assignment to the Licence Owner, you own all intellectual property rights in all of the Content posted by you on or through this Site, and (ii) the posting of your Content on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through this Site.
Quascenta and the eResidue Administrator reserve the right to (a) terminate your access to your account, your ability to post to this Site (or the Service) and (b) refuse, delete or remove any Content; with or without cause and with or without notice, for any reason, or for any action that eResidue or the Network Administrator determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Service. When legally required or at Quascenta's or Network Hosting Company's discretion, Quascenta and/or Network Hosting Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include business and marketing plans, technology and technical information, formulae, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Except for your Content, the Site, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "eResidue Content"), and all intellectual property rights related thereto, are the exclusive property of Quascenta Pte. Ltd.. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the eResidue Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
This Agreement is effective until terminated. You agree that Quascenta, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with eResidue. In addition, Quascenta reserves the right to discontinue any aspect of the Service at any time. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Quascenta will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Quascenta may have at law or in equity.
Quascenta reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. You agree to review this Agreement periodically for changes. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes. If any such revision is unacceptable to you, your only remedy is to terminate your eResidue User Account. For any material changes to this Agreement, such amended terms will automatically be effective thirty days after they are initially posted on the Service.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that Internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide sensitive information in order to use the Service, and that you provide any sensitive information at your own risk.
You acknowledge that you are solely responsible for the use of electronic mail in connection with the Service. You represent and warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your use of the Service.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Quascenta immediately. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit Quascenta to contact you, such as your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Please note that this procedure is exclusively for notifying Quascenta that your copyrighted material has been infringed.
You agree to defend, indemnify and hold harmless Quascenta and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of any country; (v) any claim or damages that arise as a result of any of your Content or any that are submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ERESIDUE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
QUASCENTA SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USAGE OF THIS SITE. IN NO EVENT SHALL QUASCENTA BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF QUASCENTA KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Quascenta without restriction.
This Agreement shall be governed by the internal substantive laws of Singapore, without respect to its conflict of laws principles. Any claim or dispute between you and Quascenta that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Singapore.
Quascenta may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Quascenta in our sole discretion. Quascenta reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
This Agreement, together with any other legal notices and agreements published by Quascenta via the Service, shall constitute the entire agreement between you and Quascenta concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Quascenta's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact firstname.lastname@example.org with any questions regarding this Agreement.